<PAGE>

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

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
                                  as Depositor,


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              as Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,


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


                                       and


                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent


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

                         POOLING AND SERVICING AGREEMENT

                             Dated as of May 1, 2001

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2001-TOP2


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


<PAGE>



                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

<TABLE>
<CAPTION>
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C>
Section 1.1         Definitions...................................................................................4
Section 1.2         Calculations Respecting Mortgage Loans.......................................................55
Section 1.3         Calculations Respecting Accrued Interest.....................................................55
Section 1.4         Interpretation...............................................................................55
Section 1.5         ARD Loans....................................................................................56
Section 1.6         Certain Matters with respect to A/B Mortgage Loans...........................................57

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

Section 2.1         Conveyance of Mortgage Loans.................................................................58
Section 2.2         Acceptance by Trustee........................................................................61
Section 2.3         Sellers' Repurchase of Mortgage Loans for Material Document Defects and Material Breaches of
                    Representations and Warranties...............................................................63
Section 2.4         Representations and Warranties...............................................................68
Section 2.5         Conveyance of Interests......................................................................69

                                   ARTICLE III

                                THE CERTIFICATES

Section 3.1         The Certificates.............................................................................69
Section 3.2         Registration.................................................................................70
Section 3.3         Transfer and Exchange of Certificates........................................................70
Section 3.4         Mutilated, Destroyed, Lost or Stolen Certificates............................................76
Section 3.5         Persons Deemed Owners........................................................................76
Section 3.6         Access to List of Certificateholders' Names and Addresses....................................77
Section 3.7         Book-Entry Certificates......................................................................77
Section 3.8         Notices to Clearing Agency...................................................................80
Section 3.9         Definitive Certificates......................................................................80

                                   ARTICLE IV

                                    ADVANCES

Section 4.1         P&I Advances by Master Servicer..............................................................81
Section 4.2         Servicing Advances...........................................................................82


                                      -i-
<PAGE>

Section 4.3         Advances by the Trustee and the Fiscal Agent.................................................82
Section 4.4         Evidence of Nonrecoverability................................................................83
Section 4.5         Interest on Advances; Calculation of Outstanding Advances with Respect to a Mortgage Loan....84
Section 4.6         Reimbursement of Advances and Advance Interest...............................................84
Section 4.7         Fiscal Agent Termination Event...............................................................86
Section 4.8         Procedure Upon Termination Event.............................................................87
Section 4.9         Merger or Consolidation of Fiscal Agent......................................................87
Section 4.10        Limitation on Liability of the Fiscal Agent and Others.......................................87
Section 4.11        Indemnification of Fiscal Agent..............................................................88

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

Section 5.1         Collections..................................................................................88
Section 5.2         Application of Funds in the Certificate Account and Interest Reserve Account.................92
Section 5.3         Distribution Account and Reserve Account.....................................................96
Section 5.4         Paying Agent Reports.........................................................................97
Section 5.5         Paying Agent Tax Reports.....................................................................99

                                   ARTICLE VI

                                  DISTRIBUTIONS

Section 6.1         Distributions Generally.....................................................................100
Section 6.2         REMIC I.....................................................................................100
Section 6.3         REMIC II....................................................................................101
Section 6.4         [RESERVED]..................................................................................106
Section 6.5         REMIC III...................................................................................106
Section 6.6         Allocation of Realized Losses, Expense Losses and Shortfalls Due to Nonrecoverability.......111
Section 6.7         Net Aggregate Prepayment Interest Shortfalls................................................113
Section 6.8         Adjustment of Servicing Fees................................................................114
Section 6.9         Appraisal Reductions........................................................................114
Section 6.10        Compliance with Withholding Requirements....................................................114
Section 6.11        Prepayment Premiums.........................................................................115

                                   ARTICLE VII

          CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT

Section 7.1         Duties of the Trustee, the Fiscal Agent and the Paying Agent................................115
Section 7.2         Certain Matters Affecting the Trustee, the Fiscal Agent and the Paying Agent................117


                                      -ii-
<PAGE>

Section 7.3         The Trustee, the Fiscal Agent and the Paying Agent Not Liable for Certificates or Interests or
                    Mortgage Loans..............................................................................119
Section 7.4         The Trustee, the Fiscal Agent and the Paying Agent May Own Certificates.....................120
Section 7.5         Eligibility Requirements for the Trustee, the Fiscal Agent and the Paying Agent.............120
Section 7.6         Resignation and Removal of the Trustee, the Fiscal Agent or the Paying Agent................121
Section 7.7         Successor Trustee, Fiscal Agent or Paying Agent.............................................123
Section 7.8         Merger or Consolidation of Trustee, Fiscal Agent or Paying Agent............................124
Section 7.9         Appointment of Co-Trustee, Separate Trustee, Agents or Custodian............................124
Section 7.10        Authenticating Agents.......................................................................126
Section 7.11        Indemnification of Trustee, the Fiscal Agent and the Paying Agent...........................127
Section 7.12        Fees and Expenses of Trustee, the Fiscal Agent and the Paying Agent.........................129
Section 7.13        Collection of Moneys........................................................................129
Section 7.14        Trustee To Act; Appointment of Successor....................................................130
Section 7.15        Notification to Holders.....................................................................132
Section 7.16        Representations and Warranties of the Trustee, the Fiscal Agent and the Paying Agent........132
Section 7.17        Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Trustee, the Fiscal
                    Agent and the Paying Agent..................................................................135

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1         Servicing Standard; Servicing Duties........................................................135
Section 8.2         Fidelity Bond and Errors and Omissions Insurance Policy Maintained by the Master Servicer...136
Section 8.3         Master Servicer's General Power and Duties..................................................136
Section 8.4         Primary Servicing and Sub-Servicing.........................................................142
Section 8.5         Servicers May Own Certificates..............................................................144
Section 8.6         Maintenance of Hazard Insurance, Other Insurance, Taxes and Other...........................144
Section 8.7         Enforcement of Due-On-Sale Clauses; Assumption Agreements; Due-On-Encumbrance Clause........146
Section 8.8         Trustee to Cooperate; Release of Trustee Mortgage Files.....................................150
Section 8.9         Documents, Records and Funds in Possession of Master Servicer to be Held for the Trustee for the
                    Benefit of the Certificateholders...........................................................151
Section 8.10        Servicing Compensation......................................................................151
Section 8.11        Master Servicer Reports; Account Statements.................................................153


                                      -iii-
<PAGE>

Section 8.12        Annual Statement as to Compliance...........................................................155
Section 8.13        Annual Independent Public Accountants' Servicing Report.....................................155
Section 8.14        Operating Statement Analysis Reports Regarding the Mortgaged Properties.....................156
Section 8.15        Other Available Information and Certain Rights of the Master Servicer.......................156
Section 8.16        Rule 144A Information.......................................................................158
Section 8.17        Inspections.................................................................................159
Section 8.18        Modifications, Waivers, Amendments, Extensions and Consents.................................159
Section 8.19        Specially Serviced Mortgage Loans...........................................................162
Section 8.20        Representations, Warranties and Covenants of the Master Servicer............................163
Section 8.21        Merger or Consolidation.....................................................................164
Section 8.22        Resignation of Master Servicer..............................................................164
Section 8.23        Assignment or Delegation of Duties by Master Servicer.......................................165
Section 8.24        Limitation on Liability of the Master Servicer and Others...................................165
Section 8.25        Indemnification; Third-Party Claims.........................................................167
Section 8.26        Exchange Act Reporting......................................................................170
Section 8.27        Compliance with REMIC Provisions............................................................170
Section 8.28        Termination.................................................................................170
Section 8.29        Procedure Upon Termination..................................................................173
Section 8.30        Additional Obligations of the Master Servicer...............................................175

                                   ARTICLE IX

        ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS
                               BY SPECIAL SERVICER

Section 9.1         Duties of Special Servicer..................................................................175
Section 9.2         Fidelity Bond and Errors and Omissions Insurance Policy of Special Servicer.................177
Section 9.3         Sub-Servicers...............................................................................177
Section 9.4         Special Servicer General Powers and Duties..................................................177
Section 9.5         "Due-on-Sale" Clauses; Assignment and Assumption Agreements; Modifications of Specially
                    Serviced Mortgage Loans; Due-On-Encumbrance Clauses.........................................179
Section 9.6         Release of Mortgage Files...................................................................183
Section 9.7         Documents, Records and Funds in Possession of Special Servicer To Be Held for the Trustee...184
Section 9.8         Representations, Warranties and Covenants of the Special Servicer...........................185
Section 9.9         Standard Hazard, Flood and Comprehensive General Liability Insurance Policies...............186
Section 9.10        Presentment of Claims and Collection of Proceeds............................................188
Section 9.11        Compensation to the Special Servicer........................................................188
Section 9.12        Realization Upon Defaulted Mortgage Loans...................................................189
Section 9.13        Foreclosure.................................................................................191


                                      -iv-
<PAGE>

Section 9.14        Operation of REO Property...................................................................192
Section 9.15        Sale of REO Property........................................................................195
Section 9.16        Realization on Collateral Security..........................................................196
Section 9.17        Sale of Defaulted Mortgage Loans............................................................196
Section 9.18        Annual Officer's Certificate as to Compliance...............................................197
Section 9.19        Annual Independent Accountants' Servicing Report............................................197
Section 9.20        Merger or Consolidation.....................................................................197
Section 9.21        Resignation of Special Servicer.............................................................197
Section 9.22        Assignment or Delegation of Duties by Special Servicer......................................198
Section 9.23        Limitation on Liability of the Special Servicer and Others..................................199
Section 9.24        Indemnification; Third-Party Claims.........................................................201
Section 9.25        [reserved]..................................................................................202
Section 9.26        Special Servicer May Own Certificates.......................................................202
Section 9.27        Tax Reporting...............................................................................202
Section 9.28        Application of Funds Received...............................................................203
Section 9.29        Compliance with REMIC Provisions............................................................203
Section 9.30        Termination.................................................................................203
Section 9.31        Procedure Upon Termination..................................................................205
Section 9.32        Certain Special Servicer Reports............................................................207
Section 9.33        Special Servicer to Cooperate with the Master Servicer and Paying Agent.....................208
Section 9.34        [reserved]..................................................................................209
Section 9.35        [reserved]..................................................................................209
Section 9.36        Sale of Defaulted Mortgage Loans and REO Properties.........................................210
Section 9.37        Operating Adviser; Elections................................................................212
Section 9.38        Limitation on Liability of Operating Adviser................................................213
Section 9.39        Duties of Operating Adviser.................................................................213
Section 9.40        Additional Obligations of the Special Servicer..............................................214
Section 9.41        Rights of the Holder of the B Note..........................................................214

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

Section 10.1        Termination of Trust Upon Repurchase or Liquidation of All Mortgage Loans...................215
Section 10.2        Procedure Upon Termination of Trust.........................................................217
Section 10.3        Additional Trust Termination Requirements...................................................218

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

Section 11.1        Limitation on Rights of Holders.............................................................219
Section 11.2        Access to List of Holders...................................................................220
Section 11.3        Acts of Holders of Certificates.............................................................220


                                       -v-
<PAGE>

                                   ARTICLE XII

                              REMIC ADMINISTRATION

Section 12.1        REMIC Administration........................................................................221
Section 12.2        Prohibited Transactions and Activities......................................................226
Section 12.3        Modifications of Mortgage Loans.............................................................227
Section 12.4        Liability with Respect to Certain Taxes and Loss of REMIC Status............................227
Section 12.5        Grantor Trust Reporting.....................................................................227

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.1        Binding Nature of Agreement.................................................................228
Section 13.2        Entire Agreement............................................................................228
Section 13.3        Amendment...................................................................................228
Section 13.4        GOVERNING LAW...............................................................................230
Section 13.5        Notices.....................................................................................230
Section 13.6        Severability of Provisions..................................................................231
Section 13.7        Indulgences; No Waivers.....................................................................231
Section 13.8        Headings Not to Affect Interpretation.......................................................231
Section 13.9        Benefits of Agreement.......................................................................231
Section 13.10       Special Notices to the Rating Agencies......................................................232
Section 13.11       Counterparts................................................................................233
Section 13.12       Intention of Parties........................................................................234
Section 13.13       Recordation of Agreement....................................................................235
Section 13.14       Rating Agency Monitoring Fees...............................................................235
Section 13.15       Acknowledgement by Primary Servicers........................................................235
</TABLE>



                                      -vi-

<PAGE>

                             EXHIBITS AND SCHEDULES


EXHIBIT A-1     Form of Class A-1 Certificate
EXHIBIT A-2     Form of Class A-2 Certificate
EXHIBIT A-3     [reserved]
EXHIBIT A-4     [reserved]
EXHIBIT A-5     Form of Class B Certificate
EXHIBIT A-6     Form of Class C Certificate
EXHIBIT A-7     Form of Class D Certificate
EXHIBIT A-8     Form of Class E Certificate
EXHIBIT A-9     Form of Class F Certificate
EXHIBIT A-10    Form of Class G Certificate
EXHIBIT A-11    Form of Class H Certificate
EXHIBIT A-12    Form of Class J Certificate
EXHIBIT A-13    Form of Class K Certificate
EXHIBIT A-14    Form of Class L Certificate
EXHIBIT A-15    Form of Class M Certificate
EXHIBIT A-16    Form of Class N Certificate
EXHIBIT A-17    Form of Class R-I Certificate
EXHIBIT A-18    Form of Class R-II Certificate
EXHIBIT A-19    Form of Class R-III Certificate
EXHIBIT A-20    Form of Class X-1 Certificate
EXHIBIT A-21    Form of Class X-2 Certificate
EXHIBIT B-1     Form of Initial Certification of Trustee
EXHIBIT B-2     Form of Final Certification of Trustee
EXHIBIT C       Form of Request for Release
EXHIBIT D-1     Form of Transferor Certificate for Transfers to Definitive
                         Privately Offered Certificates
EXHIBIT D-2A    Form I of Transferee Certificate for Transfers of Definitive
                         Privately Offered Certificates
EXHIBIT D-2B    Form II of Transferee Certificate for Transfers of Definitive
                         Privately Offered Certificates
EXHIBIT D-3A    Form I of Transferee Certificate for Transfers of Interests in
                         Book-Entry Privately Offered Certificates
EXHIBIT D-3B    Form II of Transferee Certificate for Transfers of Interests in
                         Book-Entry Privately Offered Certificates
EXHIBIT E-1     Form of Transfer Affidavit and Agreement
EXHIBIT E-2     Form of Transfer Affidavit and Agreement
EXHIBIT F       Form of Regulation S Certificate
EXHIBIT G       Form of Primary Servicing Agreement
EXHIBIT H       Form of Exchange Certification
EXHIBIT I       Form of EUROCLEAR or Clearstream Certificate
EXHIBIT J       List of Loans as to Which Excess Servicing Fees Are Paid
EXHIBIT K-1     Form of Mortgage Loan Purchase Agreement I (John Hancock)
EXHIBIT K-2     Form of Mortgage Loan Purchase Agreement II (Wells Fargo)
EXHIBIT K-3     Form of Mortgage Loan Purchase Agreement III (Principal)


                                      -vi-
<PAGE>

EXHIBIT K-4     Form of Mortgage Loan Purchase Agreement IV (BSF)
EXHIBIT K-5     Form of Mortgage Loan Purchase Agreement V (MSDWMC)
EXHIBIT L       Form of Inspection Report
EXHIBIT M       Form of Monthly Certificateholders Reports
EXHIBIT N       Form of Operating Statement Analysis Report
EXHIBIT O       Form of Special Servicer Monthly Reports
EXHIBIT P       [reserved]
EXHIBIT Q       [reserved]
EXHIBIT R       [reserved]
EXHIBIT S-1     Form of Power of Attorney to Master Servicer
EXHIBIT S-2     Form of Power of Attorney to Special Servicer
EXHIBIT T       Form of Debt Service Coverage Ratio Procedures
EXHIBIT U       Form of Assignment and Assumption Submission to Special Servicer
EXHIBIT V       Form of Additional Lien, Monetary Encumbrance and Mezzanine
                         Financing Submission Package to the Special Servicer
EXHIBIT W       Restricted Servicer Reports
EXHIBIT X       Unrestricted Servicer Reports
EXHIBIT Y       Investor Certificate
EXHIBIT Z       Form of Notice and Certification
EXHIBIT AA      Form of Wells Fargo primary servicing agreement

SCHEDULE I      JHREF Loan Schedule
SCHEDULE II     Wells Fargo Loan Schedule
SCHEDULE III    Principal Loan Schedule
SCHEDULE IV     BSF Loan Schedule
SCHEDULE V      MSDWMC Loan Schedule
SCHEDULE VI     List of Escrow Accounts Not Currently Eligible Accounts
SCHEDULE VII    Certain Escrow Accounts for Which a Report Under Section 5.1(g)
                is Required
SCHEDULE VIII   List of Mortgagors that are Third-Party Beneficiaries Under
                Section 2.3(a)
SCHEDULE IX     Rates Used in Determination of Class X Pass-Through Rates



                                      -vii-
<PAGE>



                  THIS POOLING AND SERVICING AGREEMENT is dated as of May 1,
2001 (this "Agreement") among BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
a Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), GMAC
COMMERCIAL MORTGAGE CORPORATION, as special servicer (the "Special Servicer"),
LASALLE BANK NATIONAL ASSOCIATION, as trustee of the Trust (the "Trustee"), ABN
AMRO BANK N.V., only in its capacity as a fiscal agent pursuant to Article IV
hereof (the "Fiscal Agent") and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, only in its capacity as paying agent (the "Paying Agent") and
certificate registrar.

                              PRELIMINARY STATEMENT

                  On the Closing Date, the Depositor will acquire the Mortgage
Loans from Principal Commercial Funding, LLC, as seller ("Principal"), John
Hancock Real Estate Finance, Inc., as seller ("JHREF"), Wells Fargo Bank,
National Association, as seller ("Wells Fargo"), Bear, Stearns Funding, Inc., as
seller ("BSF") and Morgan Stanley Dean Witter Mortgage Capital Inc., as seller
("MSDWMC"), and will be the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust which is hereby
created. On the Closing Date, the Depositor will acquire (i) the REMIC I Regular
Interests and the Class R-I Certificate as consideration for its transfer to the
Trust of the Mortgage Loans and the other property constituting the Trust; (ii)
the REMIC II Regular Interests and the Class R-II Certificates as consideration
for its transfer of the REMIC I Regular Interests to the Trust; and (iii) the
REMIC III Certificates as consideration for its transfer of the REMIC II Regular
Interests to the Trust. The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the foregoing and the issuance of (A)
the REMIC I Regular Interests and the Class R-I Certificates representing in the
aggregate the entire beneficial ownership of REMIC I, (B) the REMIC II Regular
Interests and the Class R-II Certificates representing in the aggregate the
entire beneficial ownership of REMIC II and (C) the REMIC III Certificates
representing in the aggregate the entire beneficial ownership of REMIC III. All
covenants and agreements made by the Depositor and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust are
for the benefit of the Holders of the REMIC I Regular Interests, the REMIC II
Regular Interests, the Residual Certificates and the REMIC Regular Certificates.
The parties hereto are entering into this Agreement, and the Trustee is
accepting the trusts created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

                  The Class A-1, Class A-2, Class B and Class C Certificates
will be offered for sale pursuant to the prospectus (the "Prospectus") dated
April 25, 2001, as supplemented by the preliminary prospectus supplement dated
April 25, 2001 (together with the Prospectus, the "Preliminary Prospectus
Supplement"), and as further supplemented by the final prospectus supplement
dated May 3, 2001 (together with the Prospectus, the "Final Prospectus
Supplement"), and the Class X-1, Class X-2, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class R-I, Class R-II and
Class R-III Certificates will be offered for sale pursuant to a Private
Placement Memorandum dated May 3, 2001.



                                      -1-
<PAGE>

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

                                     REMIC I

                  Each REMIC I Regular Interest (a "Corresponding REMIC I
Regular Interest") will relate to a specific Mortgage Loan. Each Corresponding
REMIC I Regular Interest will have a pass-through rate equal to the REMIC I Net
Mortgage Rate of the related Mortgage Loan, an initial principal amount (the
initial "Certificate Balance") equal to the Scheduled Principal Balance as of
the Cut-Off Date (as herein defined) of the Mortgage Loan to which the
Corresponding REMIC I Regular Interest relates, and a latest possible maturity
date set to the Maturity Date (as defined herein) of the Mortgage Loan to which
the Corresponding REMIC I Regular Interest relates. The Class R-I Certificate
will be designated as the sole class of residual interests in REMIC I and will
have no Certificate Balance and no Pass-Through Rate, but will be entitled to
receive the proceeds of any assets remaining in REMIC I after all classes of
REMIC I Regular Interests have been paid in full.

                                    REMIC II

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



                                      -2-
<PAGE>


                                    REMIC III


<TABLE>
<CAPTION>
                                          Initial Aggregate
                          Initial            Certificate
 REMIC III Regular      Pass-Through    Principal Balance or        Final Scheduled
Interest Designation      Rate(a)          Notional Amount        Distribution Date(b)
--------------------      -------          ---------------        --------------------
<S>                       <C>              <C>                    <C>
Class A-1                  6.08%            $325,867,000                9/15/10
Class A-2                  6.48%            $529,723,000                4/15/11
Class X-1                  0.78%           $1,006,576,558               2/15/21
Class X-2                  1.36%            $551,685,000                5/15/08
Class B                    6.63%             $26,422,000                4/15/11
Class C                    6.83%             $30,198,000                4/15/11
Class D                    6.94%             $10,065,000                5/15/11
Class E                    7.57%             $23,906,000                1/15/12
Class F                    7.91%             $8,808,000                 4/15/13
Class G                    6.08%             $16,357,000                11/15/13
Class H                    6.08%             $6,291,000                 2/15/14
Class J                    6.08%             $7,549,000                 7/15/15
Class K                    6.08%             $3,775,000                 2/15/16
Class L                    6.08%             $5,033,000                 2/15/16
Class M                    6.08%             $2,517,000                 12/15/16
Class N(c)                 6.08%             $10,065,558                2/15/21
Class R-III(d)              N/A               N/A                      N/A
</TABLE>

(a)  On each Distribution Date after the initial Distribution Date, the
     Pass-Through Rate for each Class of Certificates will be determined as
     described herein under the definition of "Pass-Through Rate."

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

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

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


                  As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,006,576,558.

                  As provided herein, with respect to the Trust, the Paying
Agent on behalf of the Trustee will make an election for the segregated pool of
assets described in the first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans) to be treated for federal income tax purposes as a real estate
mortgage investment conduit ("REMIC I"). The REMIC I Regular


                                      -3-
<PAGE>

Interests will be designated as the "regular interests" in REMIC I and the Class
R-I Certificates will be designated as the sole class of "residual interests" in
REMIC I.

                  As provided herein, with respect to the Trust, the Paying
Agent on behalf of the Trustee will make an election for the segregated pool of
assets described in the second paragraph of Section 12.1(a) hereof consisting of
the REMIC I Regular Interests to be treated for federal income tax purposes as a
real estate mortgage investment conduit ("REMIC II"). The REMIC II Regular
Interests will be designated as the "regular interests" in REMIC II and the
Class R-II Certificates will be designated as the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

                  As provided herein, with respect to the Trust, the Paying
Agent on behalf of the Trustee will make an election for the segregated pool of
assets described in the third paragraph of Section 12.1(a) hereof consisting of
the REMIC II Regular Interests to be treated for federal income tax purposes as
a real estate mortgage investment conduit ("REMIC III"). The REMIC III Regular
Interests (and, in the case of the Class N Certificate, the Class N REMIC
Interest represented by the Class N Certificate) will be designated as the
"regular interests" in REMIC III and the Class R-III Certificates (together with
the REMIC Regular Certificates, the "REMIC III Certificates") will be designated
as the sole class of "residual interests" in REMIC III for purposes of the REMIC
Provisions.

                                   ARTICLE I

                                   DEFINITIONS

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

                  "A NOTE" means, with respect to each A/B Mortgage Loan, the
Mortgage Note included in the Trust, which is senior in right of payment to the
related B Note to the extent set forth in the related Intercreditor Agreement.

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

                  "A/B MORTGAGE LOAN" means either of the pairs of mortgage
loans designated as Mortgage Loan Nos. 1 and 41 on the Mortgage Loan Schedule.
References herein to an A/B Mortgage Loan shall be construed to refer to the
aggregate indebtedness under the related A Note and the related B Note.

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


                                      -4-
<PAGE>

                  "ACCRUED CERTIFICATE INTEREST" means with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates,
other than the Class X Certificates, the Class R-I Certificates, the Class R-II
Certificates and the Class R-III Certificates, interest accrued during the
Interest Accrual Period relating to such Distribution Date on the Aggregate
Certificate Balance of such Class or Interest as of the close of business on the
immediately preceding Distribution Date at the respective rates per annum set
forth in the definition of the applicable Pass-Through Rate for each such Class.
Accrued Certificate Interest on the Class X-1 Certificates for each Distribution
Date will equal the Class X-1 Interest Amount. Accrued Certificate Interest on
the Class X-2 Certificates for each Distribution Date will equal the Class X-2
Interest Amount.

                  "ACQUISITION DATE" means the date upon which, under the Code
(and in particular the REMIC Provisions and Section 856(e) of the Code), the
Trust or a REMIC Pool is deemed to have acquired a Mortgaged Property (or an
interest therein, in the case of the Mortgaged Properties securing the A/B
Mortgage Loans).

                  "ADDITIONAL TRUST EXPENSE" means any of the following items:
(i) Special Servicing Fees and Liquidation Fees (to the extent not collected
from the related Mortgagor), (ii) Advance Interest that cannot be paid in
accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master
Servicer, the Special Servicer, the Primary Servicers, the Trustee, the Paying
Agent, the Fiscal Agent (or any other Person) pursuant to the terms of this
Agreement; (iv) to the extent not otherwise paid, any federal, state, or local
taxes imposed on the Trust or its assets and paid from amounts on deposit in the
Certificate Account or Distribution Account, (v) the amount of any Advance that
is not recovered from the proceeds of a Mortgage Loan upon a Final Recovery
Determination and (vi) to the extent not included in the calculation of a
Realized Loss and not covered by indemnification by one of the parties hereto or
otherwise, any other unanticipated cost, liability, or expense (or portion
thereof) of the Trust (including costs of collecting such amounts or other
Additional Trust Expenses) which the Trust has not recovered, and in the
judgment of the Master Servicer (or Special Servicer, in the case of a Specially
Serviced Mortgage Loan) will not, recover from the related Mortgagor or
Mortgaged Property or otherwise, including a Modification Loss described in
clause (ii) of the definition thereof; provided, however, that, in the case of
any A/B Mortgage Loan, "Additional Trust Expense" shall not include any of the
foregoing amounts that have been recovered from the related Mortgagor or
Mortgaged Property as a result of the subordination of the related B Note.
Notwithstanding anything to the contrary, "Additional Trust Expenses" shall not
include allocable overhead of the Master Servicer, the Special Servicer, the
Trustee, the Paying Agent, the Certificate Registrar or the Fiscal Agent, such
as costs for office space, office equipment, supplies and related expenses,
employee salaries and related expenses, and similar internal costs and expenses.

                  "ADJUSTED MORTGAGE RATE" means with respect to any Mortgage
Loan that accrues interest on the basis of a 360-day year consisting of twelve
(12) 30-day months ("30/360 basis"), the Mortgage Rate thereof (without taking
into account any increase therein after the Anticipated Repayment Date in
respect of an ARD Loan). For any Mortgage Loan that accrues interest on a basis
other than that of a 360-day year consisting of 12 30-day months and any
Distribution Date, the rate that, when applied to the Principal Balance of the
related Mortgage Loan (on the day prior to the Due Date preceding such
Distribution Date) on a 30/360 basis for


                                      -5-
<PAGE>

the related loan accrual period, yields the amount of interest actually due on
such Mortgage Loan on the Due Date preceding such Distribution Date; provided
that for purposes of this definition (i) the Adjusted Mortgage Rate for the loan
accrual period relating to the Due Dates in both January and February in any
year that is not a leap year and in February in any year that is a leap year,
shall be determined net of any amounts transferred to the Interest Reserve
Account and (ii) the Adjusted Mortgage Rate for the loan accrual period relating
to the Due Date in March shall be determined taking into account the addition of
any amounts withdrawn from the Interest Reserve Account.

                  "ADMINISTRATIVE COST RATE" means the sum of the Master
Servicing Fee Rate, the Primary Servicing Fee Rate, the Excess Servicing Fee
Rate and the Trustee Fee Rate.

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

                  "ADVANCE INTEREST" means interest payable to the Master
Servicer, the Trustee or the Fiscal Agent on outstanding Advances pursuant to
Section 4.5 of this Agreement.

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

                  "ADVANCE REPORT DATE" means the second Business Day prior to
each Distribution Date.

                  "ADVERSE REMIC EVENT" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the status of any REMIC as a REMIC or (ii) subject to Section 9.14(e), result in
the imposition of a tax upon the income of any REMIC or any of their respective
assets or transactions, including (without limitation) the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth in Section 860G(d) of the Code.

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

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

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



                                      -6-
<PAGE>

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

                  "ANTICIPATED REPAYMENT DATE" means, with respect to the ARD
Loans, the anticipated maturity date set forth in the related Mortgage Note.

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

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

                  "APPRAISAL REDUCTION" means, with respect to any Required
Appraisal Loan with respect to which an Appraisal or internal valuation is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum,
as of the first Determination Date that is at least 15 days after the date on
which the Appraisal or internal valuation is obtained or performed, of (i) the
Scheduled Principal Balance of such Mortgage Loan (or, in the case of an REO
Property, the related REO Mortgage Loan) less the undrawn principal amount of
any letter of credit or debt service reserve, if applicable, that is then
securing such Mortgage Loan, (ii) to the extent not previously advanced by the
Master Servicer, the Trustee or the Fiscal Agent, all accrued and unpaid
interest on such Mortgage Loan at a per annum rate equal to the Mortgage Rate,
(iii) all unreimbursed Advances and interest on Advances at the Advance Rate
with respect to such Mortgage Loan, and (iv) to the extent funds on deposit in
any applicable Escrow Accounts are not sufficient therefor, and to the extent
not previously advanced by the Master Servicer, the Trustee or the Fiscal Agent,
all currently due and unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents and other amounts which were required
to be deposited in any Escrow Account (but were not deposited) in respect of
such Mortgaged Property or REO Property, as the case may be, over (B) 90% of the
Appraised Value (net of any prior mortgage liens) of such Mortgaged Property or
REO Property as determined by such Appraisal or internal valuation, as the case
may be, plus the amount of any escrows held by or on behalf of the Trustee as
security for the Mortgage Loan (less the estimated amount of the obligations
anticipated to be payable in the next twelve months to which such escrows
relate). Each Appraisal or internal valuation for a Required Appraisal Loan
shall be updated annually. The Appraisal Reduction for each Required Appraisal
Loan will be recalculated based on subsequent Appraisals, internal valuations or
updates. Any Appraisal Reduction for any


                                      -7-
<PAGE>

Mortgage Loan shall be reduced to reflect any Realized Principal Losses on the
Required Appraisal Loan. Each Appraisal Reduction will be reduced to zero as of
the date the related Mortgage Loan is brought current under the then current
terms of the Mortgage Loan for at least three consecutive months, and no
Appraisal Reduction will exist as to any Mortgage Loan after it has been paid in
full, liquidated, repurchased or otherwise disposed of.

                  "APPRAISED VALUE" means, with respect to any Mortgaged
Property, the appraised value thereof determined by an Appraisal of the
Mortgaged Property securing such Mortgage Loan made by an Independent appraiser
selected by the Master Servicer or the Special Servicer, as applicable or, in
the case of an internal valuation performed by the Special Servicer pursuant to
Section 6.9, the value of the Mortgaged Property determined by such internal
valuation.

                  "ARD LOANS" means the Mortgage Loans designated on the
Mortgage Loan Schedule as Mortgage Loan Nos. 2, 3, 4, 5, 6, 7, 8, 9, 20, 29, 41,
and 88 and secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule as 95 Greene Street, Grand Rapids - 1451 - 300 M40, Grand Rapids - 4460
44th Street, Grand Rapids - 4490 44th Street, Grand Rapids - 7900 Logistic,
Grand Rapids - 7458 Expressway, Grand Rapids - 4655 Patterson, Grand Rapids -
4633 Patterson, Hugh O'Neil Building, Residence Inn by Marriott, Albion Hotel
and Paymentech.

                  "ASSET DISPOSITION METHOD" has the meaning set forth in
Section 9.36(b).

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

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

                  "ASSUMED SCHEDULED PAYMENT" means: (i) with respect to any
Balloon Mortgage Loan for its Maturity Date (provided that such Mortgage Loan
has not been paid in full, and no Final Recovery Determination or other sale or
liquidation has occurred in respect thereof, on or before the end of the
Collection Period in which such Maturity Date occurs) and for any subsequent Due
Date therefor as of which such Mortgage Loan remains outstanding and part of the
Trust, if no Scheduled Payment (other than the related delinquent Balloon
Payment) is due for such Due Date, the scheduled monthly payment of principal
and interest deemed to be due in respect thereof on such Due Date equal to the
Scheduled Payment that would have been due in respect of such Mortgage Loan on
such Due Date, if it had been required to continue to accrue interest in
accordance with its terms, and to pay principal in accordance with the


                                      -8-
<PAGE>

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

                  "AUTHENTICATING AGENT" means any authenticating agent serving
in such capacity pursuant to Section 7.10.

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

                  "AVAILABLE ADVANCE REIMBURSEMENT AMOUNT" has the meaning set
forth in Section 4.6(a) hereof.

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


                                      -9-
<PAGE>

(a), (i) the aggregate amount of any P&I Advances made by the Master Servicer,
the Trustee or the Fiscal Agent for such Distribution Date pursuant to Section
4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating Interest
payments made by the Master Servicer for such Distribution Date pursuant to the
terms hereof, and (iii) if such Distribution Date occurs in March of any year,
commencing March 2002, the aggregate of the Interest Reserve Amounts then held
on deposit in the Interest Reserve Account in respect of each Interest Reserve
Loan.

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

                  "BABSON" means David L. Babson & Co. Inc., a wholly-owned
subsidiary of MassMutual Financial Group, as sub-servicer of the Mortgage Loan
designated as Mortgage Loan No. 1 on the Mortgage Loan Schedule.

                  "BALLOON MORTGAGE LOAN" means a Mortgage Loan which will not
be fully amortized by its original or modified Maturity Date, based on the fixed
monthly Scheduled Payment.

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

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

                  "BENEFIT PLAN OPINION" means an Opinion of Counsel
satisfactory to the Paying Agent and the Master Servicer to the effect that any
proposed transfer will not (i) cause the assets of any REMIC to be regarded as
plan assets for purposes of the Plan Asset Regulations or (ii) give rise to any
fiduciary duty on the part of the Depositor, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent, the Certificate Registrar or the Fiscal
Agent.

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

                  "BSF" has the meaning assigned in the Preliminary Statement
hereto.

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

                  "BUSINESS DAY" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Boston, Massachusetts (but
only with respect to matters related to the performance of obligations delegated
to JHREF as Primary Servicer under the related


                                      -10-
<PAGE>

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

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

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

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

                  "CERTIFICATE BALANCE" means, with respect to any Certificate
or Interest (other than the Class X Certificates and the Residual Certificates)
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such Certificate (in the
case of a Certificate), or as ascribed thereto in the Preliminary Statement
hereto (in the case of an Interest), minus (i) the amount of all principal
distributions previously made with respect to such Certificate pursuant to
Section 6.5(a) or deemed to have been made with respect to such Interest
pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, (ii) all
Realized Losses allocated or deemed to have been allocated to such Interest or
Certificate pursuant to Section 6.6, and (iii) Expense Losses allocated to such
Interest or Certificate pursuant to Section 6.6. The Certificate Balance of the
Class A-2A Component and the Class A-2B Component shall equal the Certificate
Balance of the REMIC II Regular Interest A-2A and the REMIC II Regular Interest
A-2B, respectively.

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

                  "CERTIFICATE REGISTER" has the meaning provided in Section
3.2.

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



                                      -11-
<PAGE>

                  "CERTIFICATEHOLDERS" has the meaning provided in the
definition of "Holder."

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

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

                  "CLASS A-1 CERTIFICATES," "CLASS A-2 CERTIFICATES," "CLASS X-1
CERTIFICATES," "CLASS X-2 CERTIFICATES," "CLASS B CERTIFICATES," "CLASS C
CERTIFICATES," "CLASS D CERTIFICATES," "CLASS E CERTIFICATES," "CLASS F
CERTIFICATES," "CLASS G CERTIFICATES," "CLASS H CERTIFICATES," "CLASS J
CERTIFICATES," "CLASS K CERTIFICATES," "CLASS L CERTIFICATES," "CLASS M
CERTIFICATES," "CLASS N CERTIFICATES," "CLASS R-I CERTIFICATES," "CLASS R-II
CERTIFICATES," or "CLASS R-III CERTIFICATES," mean the Certificates designated
as "Class A-1," "Class A-2," "Class X-1," "Class X-2," "Class B," "Class C,"
"Class D," "Class E," "Class F," "Class G," "Class H," "Class J," "Class K,"
"Class L," "Class M," "Class N," "Class R-I," "Class R-II" and "Class R-III"
respectively, on the face thereof, in substantially the form attached hereto as
Exhibits A-1 through A-21 hereof.

                  "CLASS A CERTIFICATES" means the Class A-1 Certificates and
Class A-2 Certificates, collectively.

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

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

                  "CLASS N GRANTOR TRUST INTEREST" means that portion of the
rights represented by the Class N Certificates that evidences beneficial
ownership of the grantor trust assets, as described in Section 12.1(b) hereof.

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

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

                  "CLASS X-1 INTEREST AMOUNT" means, with respect to any
Distribution Date and the related Interest Accrual Period, interest equal to the
product of (i) one-twelfth of a per annum rate equal to the weighted average of
the Class X-1 Strip Rates for the Class A-1 Certificates, Class A-2A Component,
Class A-2B Component, Class B Certificates, Class C Certificates, Class D
Certificates, Class E Certificates, Class F Certificates, Class G Certificates,
Class H Certificates, Class J Certificates, Class K Certificates, Class L
Certificates, Class M Certificates


                                      -12-
<PAGE>

and Class N Certificates, weighted on the basis of the respective Certificate
Balances of such Classes of Certificates or such Components and (ii) the Class
X-1 Notional Amount for such Distribution Date.

                  "CLASS X-1 NOTIONAL AMOUNT" means, with respect to any
Distribution Date, the aggregate of the Certificate Balances of the Principal
Balance Certificates as of the close of business on the related Distribution
Date.

                  "CLASS X-1 STRIP RATE" means, for any Distribution Date, with
respect to any Class of Certificates (other than the Class A-2, Class X and the
Residual Certificates), the Class A-2A Component and the Class A-2B Component,
the excess, if any, of (i) the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date over (ii) (x) in the case of the Class A-1 Certificates,
Class A-2A Component, Class E Certificates, Class F Certificates, Class G
Certificates, Class H Certificates, Class J Certificates, Class K Certificates,
Class L Certificates, Class M Certificates and Class N Certificates, the
Pass-Through Rate for such Class of Certificates or such Component and (y) in
the case of the Class A-2B Component, Class B Certificates, Class C Certificates
and Class D Certificates, (i) for any Distribution Date occurring on or before
the Distribution Date in May 2008, the rate per annum corresponding to such
Distribution Date as set forth in Schedule IX attached hereto and (ii) for any
Distribution Date occurring after the Distribution Date in May 2008, the
Pass-Through Rate for such Class of Certificates or such Component, but in no
event shall the Class X-1 Strip Rate be less than zero.


                  "CLASS X-2 INTEREST AMOUNT" means, with respect to any
Distribution Date and the related Interest Accrual Period, interest equal to the
product of (i) one-twelfth of a per annum rate equal to the weighted average of
the Class X-2 Strip Rates for the Class A-2B Component, Class B Certificates,
Class C Certificates and Class D Certificates, weighted on the basis of the
respective Certificate Balances of such Classes of Certificates or such
Component and (ii) the Class X-2 Notional Amount for such Distribution Date.

                  "CLASS X-2 NOTIONAL AMOUNT" means, (i) with respect to any
Distribution Date occurring on or before the Distribution Date in May 2008, the
aggregate of the Certificate Balances of the Class A-2B Component and the Class
B Certificates, Class C Certificates and Class D Certificates as of the close of
business on the preceding Distribution Date and (ii) with respect to any
Distribution Date occurring after the Distribution Date in May 2008, zero.

                  "CLASS X-2 STRIP RATE" means, for any Distribution Date, with
respect to the Class A-2B Component, Class B Certificates, Class C Certificates
and Class D Certificates, the lesser of (i) the rate per annum corresponding to
such Distribution Date as set forth in Schedule IX attached hereto and (ii) the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date minus the
Pass-Through Rate for such Component or such Class of Certificates for such
Distribution Date, but in no event will any Class X-2 Strip Rate be less than
zero.

                  "CLEARING AGENCY" means an organization registered as a
"clearing agency" pursuant to Section 17A of the 1934 Act, which initially shall
be the Depository.

                  "CLEARSTREAM" means Clearstream Banking, societe anonyme.



                                      -13-
<PAGE>

                  "CLOSING DATE" means May 10, 2001.

                  "CMSA" means the Commercial Mortgage Securities Association.

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

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

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

                  "COMPENSATING INTEREST" means with respect to any Distribution
Date, an amount equal to the excess of (A) Prepayment Interest Shortfalls
incurred in respect of the Mortgage Loans other than the Specially Serviced
Mortgage Loans resulting from Principal Prepayments on the Mortgage Loans (but
not including the B Notes) during the related Collection Period over (B)
Prepayment Interest Excesses resulting from Principal Prepayments on the
Mortgage Loans (but not including the B Notes) during the same Collection
Period, but in any event with respect to Compensating Interest to be paid by the
Master Servicer hereunder, not more than the portion of the aggregate Master
Servicing Fee accrued at a rate per annum equal to 2 basis points for the
related Collection Period calculated in respect of all the Mortgage Loans
(including REO Mortgage Loans but not including the B Notes).

                  "COMPONENT" means either of the Class A-2A Component and the
Class A-2B Component.

                  "CONDEMNATION PROCEEDS" means any awards resulting from the
full or partial condemnation or any eminent domain proceeding or any conveyance
in lieu or in anticipation thereof with respect to a Mortgaged Property by or to
any governmental, quasi-governmental authority or private entity with
condemnation powers other than amounts to be applied to the restoration,
preservation or repair of such Mortgaged Property or released to the related
Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable)
its related B Note.

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

                  "CONTROLLING PERSON" means, with respect to any Person, any
other Person who "controls" such Person within the meaning of the 1933 Act.


                                      -14-
<PAGE>

                  "CORPORATE TRUST OFFICE" means, with respect to the
presentment and surrender of Certificates for the final distribution thereon or
the presentment and surrender of Certificates for any other purpose, the
principal corporate trust office of the Certificate Registrar. The principal
corporate trust office of the Trustee is presently located at 135 South LaSalle
Street, Suite 1625, Chicago, IL 60603, Attention: Asset-Backed Securities Trust
Services Group--Bear Stearns Commercial Mortgage Securities Inc. Series
2001-TOP2 and the office of the Certificate Registrar is presently located for
certificate transfer purposes at Wells Fargo Center, Sixth and Marquette Avenue,
MAC #N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS)--Bear Stearns Commercial Mortgage Securities Inc. Series
2001-TOP2, and for all other purposes at 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attention: Corporate Trust Services (CMBS)--Bear Stearns
Commercial Mortgage Securities Inc. Series 2001-TOP2, or at such other address
as the Trustee or Certificate Registrar may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicer, the Paying
Agent and the Special Servicer.

                  "CORRESPONDING REMIC I REGULAR INTEREST" means with respect to
each Mortgage Loan, the REMIC I Regular Interest having an initial Certificate
Balance equal to the Principal Balance of such Mortgage Loan outstanding as of
the Cut-Off Date, after taking into account all principal and interest payments
made or due prior to the Cut-Off Date.

                  "CORRESPONDING REMIC II REGULAR INTEREST" means (i) with
respect to each Class of Certificates other than the Class A-2 Certificates, the
REMIC II Regular Interest having the same letter designation and (ii) with
respect to the Class A-2 Certificates, the REMIC II Regular Interest A-2A and
the REMIC II Regular Interest A-2B.

                  "CROSS-COLLATERALIZED LOAN" has the meaning set forth in
Section 2.3(a) hereof.

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

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

                  "CUT-OFF DATE" means the end of business on May 1, 2001. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on May 1, 2001.

                  "DEBT SERVICE COVERAGE RATIO" means, with respect to any
Mortgage Loan, as of any date of determination and for any period, the amount
calculated for such date of determination in accordance with the procedures set
forth in Exhibit T.

                  "DEBT SERVICE REDUCTION AMOUNT" means, with respect to a Due
Date and the related Determination Date, the amount of the reduction of the
Scheduled Payment which a Mortgagor is obligated to pay on such Due Date with
respect to a Mortgage Loan or B Note as a result of any proceeding under
bankruptcy law or any similar proceeding (other than a Deficient Valuation
Amount); provided, however, that in the case of an amount that is deferred, but
not


                                      -15-
<PAGE>

forgiven, such reduction shall include only the net present value (calculated at
the related Mortgage Rate) of the reduction.

                  "DEFAULTED LOAN PURCHASER" has the meaning set forth in
Section 9.36(b).

                  "DEFAULTED MORTGAGE LOAN" means a Mortgage Loan that is in
default under the terms of the applicable Mortgage Loan documentation and for
which any applicable grace period has expired.

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

                  "DEFEASANCE LOAN" means any Mortgage Loan or B Note which
requires or permits the related Mortgagor (or permits the holder of such
Mortgage Loan or B Note to require the related Mortgagor) to pledge Defeasance
Collateral to such holder in lieu of prepayment.

                  "DEFICIENT VALUATION" means, with respect to any Mortgage Loan
(other than an A Note) and each A/B Mortgage Loan, a valuation by a court of
competent jurisdiction of the Mortgaged Property relating to such Mortgage Loan
or A/B Mortgage Loan in an amount less than the then outstanding indebtedness
under such Mortgage Loan or A/B Mortgage Loan, which valuation results from a
proceeding initiated under the United States Bankruptcy Code, as amended from
time to time, and that reduces the amount the Mortgagor is required to pay under
such Mortgage Loan or A/B Mortgage Loan.

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

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

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

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

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

                  "DEPOSITORY AGREEMENT" means the Letter of Representations
dated May 10, 2001 by and among the Depositor, the Paying Agent and the
Depository.



                                      -16-
<PAGE>

                  "DETERMINATION DATE" means, with respect to any Distribution
Date, the earlier of (i) the 10th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day prior to the related Distribution
Date, commencing June 8, 2001.

                  "DIRECTLY OPERATE" means, with respect to any REO Property,
the furnishing or rendering of services to the tenants thereof, the management
of such REO Property, the holding of such REO Property primarily for sale to
customers (other than a sale of an REO Property pursuant to and in accordance
with Section 9.15 or Section 9.36) or the performance of any construction work
thereon, in each case other than through an Independent Contractor; provided,
however, that the Trustee (or the Special Servicer on behalf of the Trustee)
shall not be considered to Directly Operate an REO Property solely because the
Trustee (or the Special Servicer on behalf of the Trustee) establishes rental
terms, chooses tenants, enters into or renews leases, deals with taxes and
insurance, or makes decisions as to repairs, tenant improvements or capital
expenditures with respect to such REO Property (including, without limitation,
construction activity to effect repairs or in connection with leasing activity)
or undertakes any ministerial action incidental thereto.

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

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

                  "DISTRIBUTABLE CERTIFICATE INTEREST" means, with respect to
any Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of


                                      -17-
<PAGE>

(A) Accrued Certificate Interest, reduced (to not less than zero) by (i) any Net
Aggregate Prepayment Interest Shortfalls for such Class of Certificates or
Interests, allocated on such Distribution Date to such Class or Interest
pursuant to Section 6.7, and (ii) Realized Losses and Expense Losses allocated
on such Distribution Date to reduce the Distributable Certificate Interest
payable to such Class or Interest pursuant to Section 6.6, plus (B) the Unpaid
Interest.

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

                  "DISTRIBUTION DATE" means the 15th day of each month or, if
such day is not a Business Day, the next succeeding Business Day, commencing
June 15, 2001.

                  "DUE DATE" means, with respect to a Mortgage Loan or B Note,
the date on which a Scheduled Payment is due.

                  "ELIGIBLE ACCOUNT" means an account (or accounts) that is any
of the following: (i) maintained with a depository institution or trust company
whose (A) commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated at least "A-1" by S&P and "F-1+" by Fitch, if the
deposits are to be held in the account for 30 days or less), or (B) long-term
unsecured debt obligations are rated at least "AA-"(or "A" (without regard to
any plus or minus), if the short-term unsecured debt obligations are rated at
least "A-1") by S&P and "AA" by Fitch, if the deposits are to be held in the
account more than 30 days or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee, the Paying Agent or other
financial institution subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
or (iii) an account or accounts of a depository institution acceptable to each
Rating Agency, as evidenced by Rating Agency Confirmation with respect to the
use of any such account as the Certificate Account or the Distribution Account.
Notwithstanding anything in the foregoing to the contrary, an account shall not
fail to be an Eligible Account solely because it is maintained with Wells Fargo
Bank, National Association or Wells Fargo Bank Iowa, N.A., each a wholly-owned
subsidiary of Wells Fargo & Co., provided that such subsidiary's or its parent's
(A) commercial paper, short-term unsecured debt obligations or other short-term
deposits are at least "A-1" in the case of S&P, and "F-1" in the case of Fitch,
if the deposits are to be held in the account for 30 days or less, or (B)
long-term unsecured debt obligations are rated at least "AA-" (or "A" (without
regard to any plus or minus), if the short-term unsecured debt obligations are
rated at least "A-1") in the case of S&P and "A+" in the case of Fitch, if the
deposits are to be held in the account more than 30 days.

                  "ELIGIBLE INVESTMENTS" means any one or more of the following
financial assets or other property.

                        (i) direct obligations of, and obligations fully
guaranteed as to timely payment of principal and interest by, the United States
of America, FNMA, FHLMC or any agency or instrumentality of the United States of
America the obligations of which are backed by the full faith and credit of the
United States of America; provided that any obligation of FNMA or FHLMC, other
than an unsecured senior debt obligation of FNMA or FHLMC, shall be an


                                      -18-
<PAGE>

Eligible Investment only if Rating Agency Confirmation is obtained with respect
to such investment;

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

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

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

                        (v) commercial paper (including both
non-interest-bearing discount obligations and interest-bearing obligations
payable on demand or on a specified date not more than one year after the date
of issuance thereof) rated "F-1+" by Fitch and "A-1+" by S&P (or for which
Rating Agency Confirmation is obtained with respect to such ratings);

                        (vi) units of investment funds (including money market
funds) rated in the highest long-term category by Fitch or if not rated by Fitch
then otherwise approved by Fitch and the highest long-term category by S&P, or
if not rated by S&P then S&P has issued a Rating Agency Confirmation;

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



                                      -19-
<PAGE>

                        (viii) any money market funds that maintain a constant
asset value and that are rated "AAAm" or "AAAm-G" (or its equivalent rating) by
S&P and "AAA" (or its equivalent) by Fitch, and any other demand, money-market
or time deposit, or any other obligation, security or investment, with respect
to which Rating Agency Confirmation has been obtained; and

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

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

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



                                      -20-
<PAGE>

                  "ENVIRONMENTAL INSURANCE POLICY" shall mean, with respect to
any Mortgage Loan or the related Mortgaged Property or REO Property, any
insurance policy covering pollution conditions and/or other environmental
conditions that is maintained from time to time in respect of such Mortgage
Loan, Mortgaged Property or REO Property, as the case may be, for the benefit
of, among others, the Trustee on behalf of the Certificateholders.

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

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

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

                  "EVENT OF DEFAULT" has the meaning set forth in Section
8.28(b).

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

                  "EXCESS INTEREST SUB-ACCOUNT" means an administrative
sub-account of the Distribution Account. The Excess Interest Sub-account shall
not be an asset of any REMIC Pool formed hereunder.

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

                  "EXCESS SERVICING FEE" means, with respect to the Mortgage
Loans for which an "excess servicing fee rate" is designated on the Mortgage
Loan Schedule, the monthly fee payable to (a) Wells Fargo Bank, National
Association or its successors and assigns, and (b) JHREF, or its successors and
assigns, each as holder of excess servicing rights, which fee shall accrue on
the Scheduled Principal Balance of each such Mortgage Loan immediately prior to
the Due Date occurring in each month at the per annum rate (determined in the
same manner as the applicable Mortgage Rate for such Mortgage Loan is determined
for such month) specified on the Mortgage Loan Schedule (the "Excess Servicing
Fee Rate"). Each holder of excess servicing


                                      -21-
<PAGE>

rights is entitled to Excess Servicing Fees only with respect to the Mortgage
Loans as indicated on Exhibit J hereto.

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

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

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

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

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

                  "FHLMC AUDIT PROGRAM" has the meaning set forth in Section
8.13.

                  "FINAL CERTIFICATION" has the meaning set forth in Section
2.2.

                  "FINAL PROSPECTUS SUPPLEMENT" has the meaning set forth in the
Preliminary Statement hereto.

                  "FINAL RATED DISTRIBUTION DATE" means with respect to each
rated Class of Certificates, February 15, 2035.

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

                  "FINAL SCHEDULED DISTRIBUTION DATE" means, for each Class of
rated Certificates, the Distribution Date on which such Class would be paid in
full if payments were made on the Mortgage Loans in accordance with their terms.



                                      -22-
<PAGE>

                  "FINANCIAL MARKET PUBLISHER" means each of Bloomberg Financial
Service, Trepp Financial and Intex Inc.

                  "FISCAL AGENT" means ABN AMRO Bank N.V., a banking association
organized under the laws of the Netherlands and its permitted successors and
assigns.

                  "FISCAL AGENT TERMINATION EVENT" has the meaning set forth in
Section 4.7 hereof.

                  "FITCH" means Fitch, Inc. or its successor in interest.

                  "FNMA" means the Federal National Mortgage Association, or any
successor thereto.

                  "FORECLOSURE" has the meaning set forth in Section 9.36(b).

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

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

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

                  "INDEPENDENT" means, when used with respect to any
Accountants, a Person who is "independent" within the meaning of Rule 2-01(B) of
the Securities and Exchange Commission's Regulation S-X. Independent means, when
used with respect to any other Person, a Person who (A) is in fact independent
of another specified Person and any Affiliate of such other Person, (B) does not
have any material direct or indirect financial interest in such other Person or
any Affiliate of such other Person, (C) is not connected with such other Person
or any Affiliate of such other Person as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions
and (D) is not a member of the immediate family of a Person defined in clause
(B) or (C) above.

                  "INDEPENDENT CONTRACTOR" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC within the meaning of Section
856(d)(3) of the Code if such REMIC were a real estate investment trust (except
that the ownership test set forth in such Section shall be considered to be met
by any Person that owns, directly or indirectly, 35% or more of the Aggregate
Certificate Balance or Notional Amount, as the case may be, of any Class of the
Certificates (other than the Class R-III Certificates), a Percentage Interest of
35% or more in the Class R-III Certificates or such other interest in any Class
of the Certificates or of the applicable REMIC as is set forth in an Opinion of
Counsel, which shall be at no expense to the Trustee or the Trust) so long as
such REMIC does not receive


                                      -23-
<PAGE>

or derive any income from such Person and provided that the relationship between
such Person and such REMIC is at arm's length, all within the meaning of
Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including
the Master Servicer or the Special Servicer) upon receipt by the Trustee of an
Opinion of Counsel, which shall be at the expense of the Person delivering such
opinion to the Trustee, to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein specified,
that is otherwise herein contemplated to be taken by an Independent Contractor
will not cause such REO Property to cease to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code (determined without regard
to the exception applicable for purposes of Section 860D(a) of the Code), or
cause any income realized in respect of such REO Property to fail to qualify as
Rents from Real Property.

                  "INITIAL CERTIFICATION" has the meaning set forth in Section
2.2.

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

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

                  "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional
accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the 1933 Act.

                  "INSURED ENVIRONMENTAL EVENT" has the meaning set forth in
Section 9.1(f).

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

                  "INSURANCE PROCEEDS" means amounts paid by the insurer under
any Insurance Policy, other than amounts required to be paid over to the
Mortgagor pursuant to law, the related Mortgage Loan or B Note or the Servicing
Standard.

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

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

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


                                      -24-
<PAGE>

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

                  "INTEREST RESERVE AMOUNT" has the meaning set forth in Section
5.1(d).

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

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

                  "JHREF" has the meaning assigned in the Preliminary Statement
hereto.

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

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

                  "LATE COLLECTIONS" means, with respect to any Mortgage Loan or
B Note, all amounts received during any Collection Period, whether as late
payments or as Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds,
Purchase Proceeds or otherwise, that represent payments or collections of
Scheduled Payments due but delinquent for a previous Collection Period and not
previously recovered.

                  "LATE FEES" means a fee payable to the Master Servicer or the
Special Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan or B Note in connection with
a late payment made by such Mortgagor.

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

                  "LIQUIDATION FEE" means a fee equal to the product of (x) 1.0%
and (y) the Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property and any Condemnation
Proceeds received by the Trust; provided, however, that in the case of a final
disposition consisting of the repurchase of a


                                      -25-
<PAGE>

Mortgage Loan or REO Property by a Seller pursuant to Section 2.3, such fee will
only be paid if repurchased after the date that is 180 days after the applicable
Seller receives notice of the breach causing the repurchase.

                  "LIQUIDATION PROCEEDS" means proceeds from the sale or
liquidation of a Mortgage Loan or B Note or related REO Property, net of
Liquidation Expenses and any related Advances and interest thereon (to the
extent not otherwise paid pursuant to Section 4.6(c).

                  "LIQUIDATION REALIZED LOSS" means, with respect to each
Mortgage Loan or REO Property, as the case may be, as to which a Cash
Liquidation or REO Disposition has occurred, an amount equal to the sum, without
duplication, of (A) the Principal Balance of the Mortgage Loan (or deemed
Principal Balance, in the case of an REO Mortgage Loan) as of the date of the
Cash Liquidation or REO Disposition, plus (B) unpaid interest and interest
accrued thereon at the applicable Mortgage Rate, plus (C) any expenses incurred
in connection with such Mortgage Loan that are reimbursable to any Person, other
than amounts previously treated as Expense Losses or included in the definition
of Liquidation Expenses minus the sum of (i) REO Income applied as recoveries of
principal or interest on the related Mortgage Loan or REO Property, and (ii)
Liquidation Proceeds, Late Collections and all other amounts recovered from the
related Mortgagor and received during the Collection Period in which such Cash
Liquidation or REO Disposition occurred and which are not required under any
Intercreditor Agreement to be payable or reimbursable to any holder of a B Note.
REO Income and Liquidation Proceeds shall be applied first against any Expense
Losses (to the extent not included in the definition of Liquidation Expenses)
for such Mortgage Loan, the unpaid interest on the Mortgage Loan, calculated as
described in clause (B) above, and then against the Principal Balance of such
Mortgage Loan, calculated as described in clause (A) above.

                  "LOAN-TO-VALUE RATIO" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a percentage, the numerator of which
is the Principal Balance of such Mortgage Loan at the date of determination and
the denominator of which is the value of the Mortgaged Property as shown on the
most recent Appraisal or valuation of the Mortgaged Property which is available
as of such date.

                  "LOCK-BOX ACCOUNT" has the meaning set forth in Section
8.3(g).

                  "LOCK-BOX AGREEMENT" means, with respect to any Mortgage Loan,
any lock-box agreement relating to such Mortgage Loan among the related
Mortgagor, a depositary institution and the Master Servicer pursuant to which a
Lock-Box Account is created.

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

                  "MAI" means Member of the Appraisal Institute.

                  "MASTER SERVICER" means Wells Fargo Bank, National Association
and its permitted successors or assigns.

                  "MASTER SERVICER REMITTANCE DATE" means, for each Distribution
Date, the Business Day immediately preceding such Distribution Date.



                                      -26-
<PAGE>

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

                  "MASTER SERVICING FEE" means for each calendar month, as to
each Mortgage Loan and B Note (including REO Mortgage Loans and Defeasance
Loans), an amount equal to the Master Servicing Fee Rate applicable to such
month (determined in the same manner (other than the rate of accrual) as the
applicable Mortgage Rate is determined for such Mortgage Loan or B Note for such
month) multiplied by the Scheduled Principal Balance of such Mortgage Loan or B
Note immediately before the Due Date occurring in such month, subject to
reduction in respect of Compensating Interest, as set forth in Section 8.10(c).

                  "MASTER SERVICING FEE RATE" means, with respect to each
Mortgage Loan and each B Note (including any Mortgage Loan relating to an REO
Property), the rate per annum specified as such on the Mortgage Loan Schedule.

                  "MATERIAL BREACH" has the meaning set forth in Section 2.3(a).

                  "MATERIAL DOCUMENT DEFECT" has the meaning set forth in
Section 2.3(a).

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

                  "MEZZANINE INTERCREDITOR AGREEMENT" has the meaning set forth
in Section 8.30.

                  "MODIFICATION FEE" means a fee, if any, collected from a
Mortgagor by the Master Servicer in connection with a modification of any
Mortgage Loan or B Note other than a Specially Serviced Mortgage Loan or
collected by the Special Servicer in connection with the modification of a
Specially Serviced Mortgage Loan.

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



                                      -27-
<PAGE>

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

                  "MONTHLY CERTIFICATEHOLDERS REPORT" means a report provided
pursuant to Section 5.4 by the Paying Agent monthly as of the related
Determination Date generally in the form and substance of Exhibit M, which sets
forth, to the extent applicable: (i) the amount, if any, of such distributions
to the holders of each Class of Principal Balance Certificates applied to reduce
the respective Certificate Balances thereof; (ii) the amount of such
distribution to holders of each Class of Certificates allocable to (A) interest
accrued at the respective Pass-Through Rates, less any Net Aggregate Prepayment
Interest Shortfalls and (B) Prepayment Premiums; (iii) the number of outstanding
Mortgage Loans and the aggregate Principal Balance and Scheduled Principal
Balance of the Mortgage Loans at the close of business on such Determination
Date; (iv) the number and aggregate Scheduled Principal Balance of Mortgage
Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 or
more days, (D) as to which foreclosure proceedings have been commenced, or (E)
as to which bankruptcy proceedings have been commenced; (v) with respect to any
REO Property included in the Trust, the Principal Balance of the related
Mortgage Loan as of the date of acquisition of the REO Property and the
Scheduled Principal Balance thereof; (vi) as of the related Determination Date
(A) as to any REO Property sold during the related Collection Period, the date
of the related determination by the Special Servicer that it has recovered all
payments which it expects to be finally recoverable and the amount of the
proceeds of such sale deposited into the Certificate Account, and (B) the
aggregate amount of other revenues collected by the Special Servicer with
respect to each REO Property during the related Collection Period and credited
to the Certificate Account, in each case identifying such REO Property by the
loan number of the related Mortgage Loan; (vii) the Aggregate Certificate
Balance or Notional Amount, as the case may be, of each Class of Certificates
before and after giving effect to the distribution made on such Distribution
Date; (viii) the aggregate amount of Principal Prepayments made during the
related Collection Period; (ix) the Pass-Through Rate applicable to each Class
of Certificates for such Distribution Date; (x) the aggregate amount of the
Master Servicing Fee, the Primary Servicing Fee, the Special Servicing Fee and
the Excess Servicing Fees; (xi) the amount of Unpaid Interest, Realized Losses
or Expense Losses, if any, incurred with respect to the Mortgage Loans,
including a breakout by type of such Expense Losses; (xii) the aggregate amount
of Servicing Advances and P&I Advances outstanding separately stated that have
been made by the Master Servicer, the Trustee and the Fiscal Agent; and (xiii)
the amount of any Appraisal Reductions effected during the related Collection
Period on a loan-by-loan basis and the total Appraisal Reductions in effect as
of such Distribution Date. In the case of information furnished pursuant to
subclauses (i), (ii) and (xi) above, the amounts shall be expressed in the
aggregate and as a dollar amount per $1,000 of original principal amount of the
Certificates for all Certificates of each applicable Class.

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

                  "MORTGAGE FILE" means the mortgage documents listed below:



                                      -28-
<PAGE>

                  (i) the original Mortgage Note bearing all intervening
endorsements, endorsed in blank or endorsed "Pay to the order of LaSalle Bank
National Association, as Trustee for Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2, without
recourse, representation or warranty" or if the original Mortgage Note is not
included therein, then a lost note affidavit with a copy of the Mortgage Note
attached thereto;

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

                  (iii) the originals of all agreements modifying a Money
Term or other material modification, consolidation and extension agreements, if
any, with evidence of recording thereon (which are reflected in the Mortgage
Loan Schedule), or if such original modification, consolidation and extension
agreements have been delivered to the appropriate recording office for
recordation and either have not yet been returned on or prior to the 45th day
following the Closing Date with evidence of recordation thereon or have been
lost after recordation, true copies of such modifications, consolidations and
extensions certified by the applicable Seller together with (A) in the case of a
delay caused by the public recording office, an Officer's Certificate of the
applicable Seller stating that such original modification, consolidation or
extension agreement has been dispatched or sent to the appropriate public
recording official for recordation or (B) in the case of an original
modification, consolidation or extension agreement that has been lost after
recordation, a certification by the appropriate county recording office where
such document is recorded that such copy is a true and complete copy of the
original recorded modification, consolidation or extension agreement, and the
originals of all assumption agreements, if any;

                  (iv) an original Assignment of Mortgage for each Mortgage
Loan, in form and substance acceptable for recording, signed by the holder of
record in blank or in favor of "LaSalle Bank National Association, as Trustee
for Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2;"

                  (v) originals of all intervening assignments of Mortgage, if
any, with evidence of recording thereon or, if such original assignments of
Mortgage have been delivered to the appropriate recorder's office for
recordation, certified true copies of such assignments of


                                      -29-
<PAGE>

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

                  (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of Leases has not been returned
from the applicable public recording office, a copy of such assignment certified
by the applicable Seller to be a true and complete copy of the original
assignment submitted for recording, and (B) an original assignment of such
Assignment of Leases, in recordable form, signed by the holder of record in
favor of "LaSalle Bank National Association, as Trustee for Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2," which assignment may be effected in the related
Assignment of Mortgage;

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

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

                  (ix) (A) UCC financing statements (together with all
assignments thereof) and (B) UCC-2 or UCC-3 financing statements to the Trustee
executed and delivered in connection with the Mortgage Loan;

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

                  (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (and related B Note), if any, related to any Mortgage
Loan;

                                      -30-
<PAGE>

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

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

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

                  (xv) any Environmental Insurance Policy; and

                  (xvi) any affidavit and indemnification agreement.

                  "MORTGAGE LOAN" means a Mortgage Note secured by a Mortgage,
and all amendments and modifications thereof, identified on the Mortgage Loan
Schedule, as amended from time to time, and conveyed, transferred, sold,
assigned to or deposited with the Trustee pursuant to Section 2.1 or Section
2.3, and Mortgage Loan shall also include any Defeasance Loan and with respect
to the A/B Mortgage Loans, the A Notes but shall not include the related B
Notes.

                  "MORTGAGE LOAN PURCHASE AGREEMENT" means Mortgage Loan
Purchase Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan
Purchase Agreement III, Mortgage Loan Purchase Agreement IV or Mortgage Loan
Purchase Agreement V, as the case may be.



                                      -31-
<PAGE>

                  "MORTGAGE LOAN PURCHASE AGREEMENT I" means that certain
Mortgage Loan Purchase Agreement between JHREF and the Depositor dated as of May
3, 2001 with respect to the JHREF Loans, a form of which is attached hereto as
Exhibit K-1.

                  "MORTGAGE LOAN PURCHASE AGREEMENT II" means that certain
Mortgage Loan Purchase Agreement between Wells Fargo and the Depositor dated as
of May 3, 2001 with respect to the Wells Fargo Loans, a form of which is
attached hereto as Exhibit K-2.

                  "MORTGAGE LOAN PURCHASE AGREEMENT III" means that certain
Mortgage Loan Purchase Agreement between Principal and the Depositor dated as of
May 3, 2001 with respect to the Principal Loans, a form of which is attached
hereto as Exhibit K-3.

                  "MORTGAGE LOAN PURCHASE AGREEMENT IV" means that certain
Mortgage Loan Purchase Agreement between BSF and the Depositor dated as of May
3, 2001 with respect to the BSF Loans, a form of which is attached hereto as
Exhibit K-4.

                  "MORTGAGE LOAN PURCHASE AGREEMENT V" means that certain
Mortgage Loan Purchase Agreement between MSDWMC and the Depositor dated as of
May 3, 2001 with respect to the MSDWMC Loans, a form of which is attached hereto
as Exhibit K-5.

                  "MORTGAGE LOAN SCHEDULE" or "LOAN SCHEDULE" means collectively
the schedule attached hereto as Schedule I, which identifies each JHREF Loan,
the schedule attached hereto as Schedule II, which identifies each Wells Fargo
Loan, the schedule attached hereto as Schedule III, which identifies each
Principal Loan, the schedule attached hereto as Schedule IV, which identifies
each BSF Loan and the schedule attached hereto as Schedule V, which identifies
each MSDWMC Loan as such schedules may be amended from time to time pursuant to
Section 2.3.

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

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

                  "MORTGAGED PROPERTY" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan and, in the case of an A/B Mortgage Loan, the related B
Note.

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

                  "MORTGAGOR" means the obligor on a Mortgage Note.

                  "MSDWMC" has the meaning assigned in the Preliminary Statement
hereto.

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

                                      -32-
<PAGE>

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

                  "NET PRESENT VALUE" means an amount determined with respect to
a Defaulted Mortgage Loan and an Asset Disposition Method by the Special
Servicer in accordance with the Servicing Standard, and in consultation with the
Operating Adviser, by (i) determining the cash flow stream expected to be
generated by a particular Asset Disposition Method with respect to a Defaulted
Mortgage Loan, (ii) subtracting the amount of expenses expected to be incurred
by the Trust in pursuing such Asset Disposition Method and (iii) discounting
such remainder at a rate equal to the REMIC I Net Mortgage Rate of such
Defaulted Mortgage Loan. In determining the cash flow stream expected from any
Asset Disposition Method, the Special Servicer, in consultation with the
Operating Adviser, shall refer to all relevant information obtained by the
Special Servicer, including the Appraisal with respect to the related Mortgaged
Property or Properties available pursuant to Section 6.9. In addition, the
Special Servicer, in consultation with the Operating Adviser, shall consider all
available objective third-party information obtained from generally available
sources as well as information obtained from vendors providing real estate
services to the Special Servicer concerning the market for distressed real
estate loans and the real estate markets for the related property types in
regions in which the Mortgaged Properties are located.

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

                  "1933 ACT" means the Securities Act of 1933, as amended.

                  "1934 ACT" means the Securities Exchange Act of 1934, as
amended.

                  "NONDISQUALIFICATION OPINION" means a written Opinion of
Counsel to the effect that a contemplated action will neither cause any REMIC
Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding nor cause a "prohibited transaction," "prohibited contribution" or
any other tax (other than a tax on "net income from foreclosure property"
permitted to be incurred under this Agreement) to be imposed on any REMIC Pool
or the Trust.

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

                  "NON-INVESTMENT GRADE CERTIFICATES" means each Class of
Certificates that, at the time of disposition, is not rated in one of the four
highest generic rating categories by at least one of Fitch, S&P or Moody's
Investors Service, Inc.

                  "NONRECOVERABLE ADVANCE" means the portion of any Advance
(including interest accrued thereon at the Advance Rate) previously made or
proposed to be made by the Master Servicer, the Trustee or the Fiscal Agent
that, in its respective sole discretion, exercised


                                      -33-
<PAGE>

in good faith and, with respect to the Master Servicer, in accordance with the
Servicing Standard, will not be or, in the case of a current delinquency, would
not be, ultimately recoverable, from Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or Purchase Proceeds (or from any other collections) with
respect to the related Mortgage Loan (in the case of P&I Advances and Servicing
Advances) or B Note (in the case of Servicing Advances) or REO Property (in the
case of P&I Advances and Servicing Advances), as evidenced by an Officer's
Certificate delivered pursuant to Section 4.4. Such Officer's Certificate shall
be delivered to the Trustee (upon which the Trustee may conclusively rely) or to
the Depositor (if the Trustee or the Fiscal Agent is delivering such Officer's
Certificate) and (in either case) to the Special Servicer and the Paying Agent
in the time periods as specified in Section 4.4 and shall include the
information and reports set forth in Section 4.4. In determining whether an
Advance with respect to any Mortgage Loan (in the case of P&I Advances and
Servicing Advances) or B Note (in the case of Servicing Advances) will be
recoverable, the Master Servicer, the Trustee or the Fiscal Agent, as
applicable, shall take into account amounts that may be realized on the related
Mortgaged Property in its "as is" or then current condition and occupancy.
Absent bad faith, the Master Servicer's determination as to the recoverability
of any Advance shall be conclusive and binding on the Certificateholders and
may, in all cases, be relied on by the Trustee and the Fiscal Agent.

                  "NON-REGISTERED CERTIFICATE" means unless and until registered
under the Securities Act, any Class X, Class D, Class E, Class F, Class G, Class
H, Class J, Class K, Class L, Class M, Class N or Residual Certificate.

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

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

                  "OPERATING ADVISER" shall have the meaning specified in
Section 9.37(a).

                                      -34-
<PAGE>

                  "OPERATING STATEMENT ANALYSIS REPORT" means a report which is
one element of the MBA/CMSA Methodology for Analyzing and Reporting Property
Income Statements and which is substantially in the form of Exhibit N.

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

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

                  "P&I ADVANCE" shall mean, (i) with respect to any Mortgage
Loan or Specially Serviced Mortgage Loan as to which all or a portion of the
Scheduled Payment (other than a Balloon Payment) due during the related
Collection Period was not received by the Master Servicer as of the related
Determination Date, the portion of such Scheduled Payment not received; (ii)
with respect to any Balloon Mortgage Loan (including any REO Property as to
which the related Mortgage Loan provided for a Balloon Payment) as to which a
Balloon Payment was due during or prior to the related Collection Period but was
delinquent, in whole or in part, as of the related Determination Date, an amount
equal to the excess, if any, of the Assumed Scheduled Payment for such Balloon
Mortgage Loan for the related Collection Period, over any Late Collections
received in respect of such Balloon Payment during such Collection Period; and
(iii) with respect to each REO Property, an amount equal to the excess, if any,
of the Assumed Scheduled Payment for the Mortgage Loan related to such REO
Property during the related Collection Period, over remittances of REO Income to
the Master Servicer by the Special Servicer, reduced by any amounts required to
be paid as taxes on such REO Income (including taxes imposed pursuant to Section
860G(c) of the Code); provided, however, that the interest portion of any
Scheduled Payment or Assumed Scheduled Payment shall be advanced at a per annum
rate equal to the sum of the REMIC I Net Mortgage Rate relating to such Mortgage
Loan or Mortgage Loan relating to such REO Property and the Trustee Fee Rate,
such that the Scheduled Payment or Assumed Scheduled Payment to be advanced as a
P&I Advance shall be net of the Master Servicing Fee, the Excess Servicing Fee
and the Primary Servicing Fees; and provided, further, that the Scheduled
Payment or Assumed Scheduled Payment for any Mortgage Loan which has been
modified shall be calculated based on its terms as modified and provided,
further, that the amount of any P&I Advance with respect to a Mortgage Loan as
to which there has been an Appraisal Reduction will be an amount equal to the
product of (i) the amount required to be advanced without giving effect to this
proviso and (ii) a fraction, the numerator of which is the Principal Balance of
such Mortgage Loan as of the immediately preceding Determination Date less any
Appraisal Reduction applicable to such Mortgage Loan and the denominator of
which is the Principal Balance of such Mortgage Loan as of such Determination
Date. All P&I Advances for any Mortgage Loans that have been modified shall be
calculated on the basis of their terms as modified.

                                      -35-
<PAGE>

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

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

                  "PASS-THROUGH RATE" or "PASS-THROUGH RATES" means with respect
to any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the X Certificates, for the first Distribution
Date, the rate set forth in the Preliminary Statement hereto. For any
Distribution Date occurring thereafter, the Pass-Through Rates for (i) the REMIC
I Regular Interests shall equal the REMIC I Net Mortgage Rate on the related
Mortgage Loan for such Distribution Date, (ii) the REMIC II Regular Interests
shall equal the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, (iii) the Class A-1 and Class A-2 Certificates, the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto, (iv)
the Class B, Class C, Class D, Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates shall equal the lesser of (A) the fixed rate
corresponding to such Class set forth in the Preliminary Statement hereto and
(B) the Weighted Average REMIC I Net Mortgage Rate for such Distribution Date,
(v) the Class E Certificates, the Weighted Average REMIC I Net Mortgage Rate for
such Distribution Date less 0.34% and the Class F Certificates, the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date, (vi) the Class X-1
Certificates, the per annum rate equal to the quotient of the Accrued
Certificate Interest thereon for such Distribution Date and the Class X-1
Notional Amount and (vii) the Class X-2 Certificates, the per annum rate equal
to the quotient of the Accrued Certificate Interest thereon for such
Distribution Date and the Class X-2 Notional Amount. The Pass-Through Rate for
the Class A-2A Component and the Class A-2B Component shall equal the
Pass-Through Rate of the Class A-2 Certificates.

                  "PAYING AGENT" means Wells Fargo Bank Minnesota, National
Association and any successor or assign, as provided herein.

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

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

                  "PERMITTED TRANSFEREE" means any Transferee other than a
Disqualified Organization.

                                      -36-
<PAGE>

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

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

                  "PLACEMENT AGENT" means Bear, Stearns & Co. Inc., Morgan
Stanley & Co. Incorporated, Goldman, Sachs & Co. and Wells Fargo Brokerage
Services, LLC or its respective successor in interest.

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

                  "PLAN ASSET REGULATIONS" means the Department of Labor
regulations set forth in 29 C.F.R.ss. 2510.3-101.

                  "PRELIMINARY PROSPECTUS SUPPLEMENT" has the meaning set forth
in the Preliminary Statement hereto.

                  "PREPAYMENT INTEREST EXCESS" means for any Distribution Date
and the related Collection Period, during which a full or partial Principal
Prepayment (including early payment of a Balloon Payment other than in
connection with the foreclosure or liquidation of a Mortgage Loan) is made after
the Due Date for such Mortgage Loan through and including the last day of the
Collection Period, the amount of interest that accrues on the Mortgage Loan from
such Due Date to the date such payment was made, plus (if made) any payment by
the Borrower of interest that would have accrued to the next succeeding Due Date
(net of the Master Servicing Fee, the Primary Servicing Fees, the Excess
Servicing Fees, the Special Servicing Fee, and the Trustee Fee), to the extent
collected.

                  "PREPAYMENT INTEREST SHORTFALL" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including early payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period. The
amount of any Prepayment Interest Shortfall shall equal the excess of (A) the
aggregate amount of interest which would have accrued on the Scheduled Principal
Balance of such Mortgage Loan for the 30 days ending on such Due Date if such
Principal Prepayment or Balloon Payment had not been made (net of the Master
Servicing Fee, the Primary Servicing Fees, the Excess Servicing Fees, the
Special Servicing Fee and the Trustee Fee) over (B) the aggregate interest that
did so accrue through the date such payment was made.

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

                                      -37-
<PAGE>

                  "PRIMARY COLLATERAL" means the portion of the Mortgaged
Property securing the Repurchased Loan or Cross-Collateralized Loan, as
applicable, that is encumbered by a first mortgage lien.


                  "PRIMARY SERVICERS" means Principal Capital Management, LLC
and JHREF and each of their respective permitted successors and assigns.

                  "PRIMARY SERVICING AGREEMENT" means, with respect to each
Primary Servicer, the agreement between such Primary Servicer and the Master
Servicer, dated as of May 1, 2001, a form of which is attached hereto as Exhibit
G, under which such Primary Servicer services the Mortgage Loans set forth on
the schedule attached thereto.

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

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

                  "PRINCIPAL" has the meaning assigned in the Preliminary
Statement hereto.

                  "PRINCIPAL BALANCE" means, with respect to any Mortgage Loan,
B Note or REO Mortgage Loan, for purposes of performing calculations with
respect to any Distribution Date, the principal balance of such Mortgage Loan, B
Note or the related REO Mortgage Loan outstanding as of the Cut-Off Date after
taking into account all principal and interest payments made or due prior to the
Cut-Off Date (assuming, for any Mortgage Loan or B Note with a Due Date in May,
2001 that is not May 1, 2001, that principal and interest payments for such
month were paid on May 1, 2001), reduced (to not less than zero) by (i) any
payments or other collections of amounts allocable to principal on such Mortgage
Loan, B Note or related REO Mortgage Loan that have been collected or received
during any preceding Collection Period, other than any Scheduled Payments due in
any subsequent Collection Period, and (ii) the principal portion of any Realized
Loss incurred in respect of such Mortgage Loan or related REO Mortgage Loan
during any related Collection Period.

                  "PRINCIPAL BALANCE CERTIFICATES" means, collectively, the
Class A-1, Class A-2, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M and Class N Certificates.

                  "PRINCIPAL DISTRIBUTION AMOUNT" means, on any Distribution
Date, the sum of the following amounts: (i) the principal portion of all
Scheduled Payments (other than the principal portion of Balloon Payments) and
any Assumed Scheduled Payments, in each case, to


                                      -38-
<PAGE>

the extent received or advanced, as the case may be, in respect of the Mortgage
Loans and any REO Mortgage Loans (other than in respect of the B Notes or their
respective successor REO Mortgage Loans) for their respective Due Dates
occurring during the related Collection Period; (ii) all payments (including
Principal Prepayments and the principal portion of Balloon Payments) and any
other collections (including Liquidation Proceeds (other than the portion
thereof, if any, constituting Excess Liquidation Proceeds), Condemnation
Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income) received on or
in respect of the Mortgage Loans during the related Collection Period and that
were identified and applied by the Master Servicer as recoveries of principal
thereof.

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

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

                  "PRIVATE PLACEMENT MEMORANDUM" means the Private Placement
Memorandum dated May 3, 2001, pursuant to which the Class X-1, Class X-2, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M and
Class N Certificates will be offered for sale.

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

                  "PURCHASE PRICE" means, with respect to the repurchase of a
Mortgage Loan pursuant to Article II of this Agreement, purchase of an REO
Mortgage Loan pursuant to Section 9.15, or the purchase of a Mortgage Loan
pursuant to Section 9.36, a price equal to the sum of (A) 100% of the unpaid
Principal Balance of such Mortgage Loan (or deemed Principal Balance, in the
case of an REO Mortgage Loan), plus (B) accrued but unpaid interest thereon
calculated at the Mortgage Rate to, but not including, the Due Date in the
Collection Period in which such purchase occurs, plus (C) the amount of any
expenses related to such Mortgage Loan and/or (if applicable) its related B Note
or the related REO Property (including any Servicing Advances and Advance
Interest (which have not been paid by the Mortgagor or out of Late Fees or
default interest paid by the related Mortgagor on the related Mortgage Loan
and/or (if applicable) its related B Note) related to such Mortgage Loan and/or
(if applicable) its related B Note and all Special Servicing Fees and
Liquidation Fees paid with respect to the Mortgage Loan and/or (if applicable)
its related B Note) that are reimbursable or payable to the Master Servicer, the
Special Servicer, the Paying Agent, the Trustee or the Fiscal Agent, plus (D) if
such Mortgage Loan is being repurchased or substituted for by a Seller pursuant
to the related Mortgage Loan Purchase Agreement, all expenses reasonably
incurred or to be incurred by the Primary Servicer, the Master Servicer, the
Special Servicer, the Depositor, the Paying Agent or the Trustee in respect of
the Material Breach or Material Document Defect giving rise to the repurchase or
substitution obligation (and that are not otherwise included in (C) above).



                                      -39-
<PAGE>

                  "PURCHASE PROCEEDS" means any cash amounts received by the
Master Servicer in connection with: (i) the repurchase of a Mortgage Loan by a
Seller pursuant to Section 2.3 or (ii) the purchase of the Mortgage Loans and
REO Properties by the Depositor, the Master Servicer, the Special Servicer or
the holders of the Class R-I Certificates pursuant to Section 10.1(b).

                  "QUALIFIED BIDDER" means (A) as used in section 8.29(c), a
Person qualified to act as successor Master Servicer hereunder pursuant to
Section 8.22(b) (including the requirement set forth in Section 8.22(b) that
Rating Agency Confirmation shall have been obtained from each Rating Agency with
respect to such Person) and (B) as used in Section 9.31(c), any Person qualified
to act as successor Special Servicer hereunder pursuant to Section 9.21(b)
(including the requirement set forth in Section 9.21(b) that Rating Agency
Confirmation shall have been obtained form each Rating Agency with respect to
such Person).

                  "QUALIFIED INSTITUTIONAL BUYER" means a qualified
institutional buyer qualifying pursuant to Rule 144A.

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

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


                                      -40-
<PAGE>

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

                  "RATING AGENCIES" means Fitch and S&P.

                  "RATING AGENCY CONFIRMATION" means, with respect to any
matter, confirmation in writing by each Rating Agency (or such Rating Agency as
is specified herein) that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade,
or qualification, as applicable, of the then-current rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency.

                  "REALIZED INTEREST LOSS" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the portion of any
Liquidation Realized Loss that exceeds the Realized Principal Loss on the
related Mortgage Loan, (ii) in the case of a Bankruptcy Loss, the portion of
such Realized Loss attributable to accrued interest on the related Mortgage
Loan, (iii) in the case of an Expense Loss, an Expense Loss resulting in any
period from the payment of the Special Servicing Fee and any Expense Losses set
forth in the last sentence of the definition


                                      -41-
<PAGE>

of "Realized Principal Loss" or (iv) in the case of a Modification Loss, a
Modification Loss described in clause (iii) of the definition thereof.

                  "REALIZED LOSS" means a Liquidation Realized Loss, a
Modification Loss, a Bankruptcy Loss or an Expense Loss with respect to a
Mortgage Loan. Realized Losses on a Mortgage Loan are allocated first to the
Principal Balance of, and then to interest on such Mortgage Loan.

                  "REALIZED PRINCIPAL LOSS" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the amount of such
Realized Loss, to the extent that it does not exceed the Principal Balance of
the Mortgage Loan (or deemed Principal Balance, in the case of REO Property),
(ii) in the case of a Modification Loss, the amount of such Modification Loss
described in clause (i) of the definition thereof, (iii) in the case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to the reduction
in the Principal Balance of the related Mortgage Loan, and (iv) in the case of
an Expense Loss, the portion thereof not treated as a Realized Interest Loss.
Notwithstanding clause (iv) of the preceding sentence, to the extent that
Expense Losses (exclusive of Expense Losses resulting from payment of the
Special Servicing Fee) exceed amounts with respect to the Mortgage Loans that
were identified as allocable to principal, such excess shall be treated as a
Realized Interest Loss.

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

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

                  "REGULATION S" means Regulation S under the 1933 Act.

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

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

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

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

                  "REHABILITATED MORTGAGE LOAN" means any Specially Serviced
Mortgage Loan with respect to which (i) three consecutive Scheduled Payments
have been made (in the case of any such Mortgage Loan or B Note that was
modified, based on the modified terms), or a


                                      -42-
<PAGE>

complete defeasance shall have occurred, (ii) no other Servicing Transfer Event
has occurred and is continuing (or with respect to determining whether a
Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal
Reductions, no other Appraisal Event has occurred and is continuing) and (iii)
the Trust has been reimbursed for all costs incurred as a result of the
occurrence of a Servicing Transfer Event or such amounts have been forgiven. An
A Note shall not constitute a Rehabilitated Mortgage Loan unless its related B
Note also would constitute a Rehabilitated Mortgage Loan. A B Note shall not
constitute a Rehabilitated Mortgage Loan unless its related A Note also would
constitute a Rehabilitated Mortgage Loan.

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

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

                  "REMIC I" means the segregated pool of assets consisting of
the Mortgage Loans (other than any Excess Interest payable thereon), such
amounts as shall from time to time be held in the Certificate Account and the
Distribution Account (other than the portion thereof constituting the Excess
Interest Sub-account), the Insurance Policies (other than the interests of the
holders of the B Notes therein) and any REO Properties (other than the interests
of the holders of the B Notes therein), for which a REMIC election has been made
pursuant to Section 12.1(a) hereof. Excess Interest on the Mortgage Loans and
the Excess Interest Sub-account shall constitute assets of the Trust but shall
not be a part of any REMIC Pool formed hereunder. The B Notes and any amounts
payable thereon shall not constitute an asset of the Trust or any REMIC Pool
formed hereunder.

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

                  "REMIC I NET MORTGAGE RATE" means, with respect to any
Distribution Date, as to any REMIC I Regular Interest, a rate per annum equal to
the Adjusted Mortgage Rate for the related Mortgage Loan for such Distribution
Date (based on the Mortgage Rate thereof, as of the Cut-Off Date and without
regard to any modification, waiver or amendment of the terms thereof following
the Cut-Off Date), minus the Administrative Cost Rate.

                  "REMIC I REGULAR INTERESTS" means, collectively, the
uncertificated interests designated as "regular interests" in REMIC I, which
shall consist of, with respect to each Mortgage Loan, an interest having an
initial Certificate Balance equal to the Cut-Off Date Scheduled Principal
Balance of such Mortgage Loan, and which has a Pass-Through Rate equal to the
REMIC I Net Mortgage Rate of such Mortgage Loan; provided, however, that for
purposes of this definition only the REMIC I Net Mortgage Rate of such Mortgage
Loan shall exclude the portion of interest consisting of Excess Interest, if
any, relating thereto.

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

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

                                      -43-
<PAGE>

                  "REMIC II REGULAR INTEREST A-1" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having a Certificate Balance equal to the Aggregate Certificate
Balance of the Class A-1 Certificates, and which has a Pass-Through Rate equal
to the Weighted Average REMIC I Net Mortgage Rate.

                  "REMIC II REGULAR INTEREST A-2A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $44,723,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

                  "REMIC II REGULAR INTEREST A-2B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $485,000,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

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

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

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

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

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

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

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

                                      -44-
<PAGE>

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

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

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

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

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

                  "REMIC II REGULAR INTERESTS" means, collectively, the REMIC II
Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular
Interest M and REMIC II Regular Interest N.

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

                  "REMIC III CERTIFICATES" has the meaning set forth in the
final paragraph of the Preliminary Statement hereto.

                  "REMIC III REGULAR INTERESTS" means, collectively, the Class
A-1 Certificates, Class A-2 Certificates, Class X Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates
and Class N Certificates. References to REMIC III Regular Certificates will,
with respect to the Class N Certificates, be considered to refer to the Class N
REMIC Interest that is a "regular interest" in REMIC III, where appropriate.

                                      -45-
<PAGE>

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

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

                  "REMIC REGULAR CERTIFICATES" means, collectively, the Class A,
Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M and Class N Certificates.

                  "RENT LOSS POLICY" or "RENT LOSS INSURANCE" means a policy of
insurance generally insuring against loss of income or rent resulting from
hazards or acts of God.

                  "RENTS FROM REAL PROPERTY" means, with respect to any REO
Property, income of the character described in Section 856(d) of the Code.

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

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

                  "REO INCOME" means, with respect to any REO Property that had
not been security for an A/B Mortgage Loan for any Collection Period, all income
received in connection with such REO Property during such period less any
operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses
directly related to such REO Property paid during such period or, with respect
to an REO Property that had been security for an A/B Mortgage Loan, the portion
of amounts described above received with respect to such REO Property and
allocable to the related A Note pursuant to the related Intercreditor Agreement.

                  "REO MORTGAGE LOAN" means a Mortgage Loan or B Note as to
which the related Mortgaged Property is an REO Property.

                  "REO PROPERTY" means a Mortgaged Property (or an interest
therein, if a Mortgaged Property securing an A/B Mortgage Loan has been acquired
by the Trust) acquired by the Trust through foreclosure, deed-in-lieu of
foreclosure, abandonment or reclamation from bankruptcy in connection with a
Defaulted Mortgage Loan or otherwise treated as foreclosure property under the
REMIC Provisions.

                  "REPORT DATE" means the third Business Day before the related
Distribution Date.

                  "REPURCHASED LOAN" has the meaning set forth in Section 2.3(a)
hereof.

                                      -46-
<PAGE>

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

                  "REQUIRED APPRAISAL LOAN" means any Mortgage Loan as to which
an Appraisal Event has occurred. A Mortgage Loan will cease to be a Required
Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.

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

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

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

                  "RESTRICTED SERVICER REPORTS" means the following reports in
CMSA format (as in effect on the date hereof) in, and containing substantially
the information contemplated by, the forms attached hereto as part of Exhibit W
prepared by the Master Servicer (combining reports in such forms prepared by the
Master Servicer and the Special Servicer (with respect to Specially Serviced
Mortgage Loans and REO Properties)): (i) a Comparative Financial Status Report;
(ii) without duplication with Section 8.14, an NOI Adjustment Worksheet; (iii)
without duplication with Section 8.14, an Operating Statement Analysis Report,
(iv) subject to Section 8.11(h), a Servicer Watch List, (v) a Property File and
(vi) without duplication with Section 8.14, a Financial File.

                  "REVERSE SEQUENTIAL ORDER" means sequentially to the Class N,
Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D,
Class C, Class B and Class A Certificates.

                  "RULE 144A" means Rule 144A under the 1933 Act.

                  "RULE 144A-IAI GLOBAL CERTIFICATE" means, with respect to any
Class of Certificates offered and sold in reliance on Rule 144A or to certain
Institutional Accredited Investors, a single, permanent global Certificate, in
definitive, fully registered form without interest coupons.

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

                  "SCHEDULED PAYMENT" means each scheduled payment of principal
of, and/or interest on, a Mortgage Loan or B Note required to be paid on its Due
Date by the Mortgagor in


                                      -47-
<PAGE>

accordance with the terms of the related Mortgage Note or B Note (excluding all
amounts of principal and interest which were due on or before the Cut-Off Date,
whenever received, and taking account of any modifications thereof and the
effects of any Debt Service Reduction Amounts and Deficient Valuation Amounts).
Notwithstanding the foregoing, the amount of the Scheduled Payment for any A
Note or B Note shall be calculated without regard to the related Intercreditor
Agreement.

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

                  "SELLER" means JHREF, Principal, Wells Fargo, BSF or MSDWMC as
the case may be.

                  "SENIOR CERTIFICATES" means the Class A and Class X
Certificates.

                  "SERVICER ERRORS AND OMISSIONS INSURANCE POLICY" or "ERRORS
AND OMISSIONS INSURANCE POLICY" means an errors and omissions insurance policy
maintained by the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent or the Paying Agent, as the case may be, in accordance with Section 8.2,
Section 9.2 and Section 7.17, respectively.

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

                  "SERVICER MORTGAGE FILE" means copies of the mortgage
documents listed in the definition of Mortgage File relating to a Mortgage Loan
and the other documents referenced in Section 2.1(d).

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

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

                                      -48-
<PAGE>

                  "SERVICING STANDARD" means, with respect to the Master
Servicer or the Special Servicer, as the case may be, to service and administer
the Mortgage Loans (and the B Notes) that it is obligated to service and
administer pursuant to this Agreement on behalf of the Trustee and in the best
interests of and for the benefit of the Certificateholders (and in the case of
each B Note, the related holder of the B Note) (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and B Notes (and, in
the case of the A Notes and B Notes, the related Intercreditor Agreement) and,
to the extent consistent with the foregoing, further as follows:

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

                  (b) with a view to the timely collection of all scheduled
payments of principal and interest under the Mortgage Loans and the B Notes or,
if a Mortgage Loan or a B Note comes into and continues in default and if, in
the good faith and reasonable judgment of the Special Servicer, no satisfactory
arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on such Mortgage Loan to the Certificateholders (as
a collective whole) (or in the case of any A/B Mortgage Loan and its related B
Note, the maximization of recovery on such A/B Mortgage Loan to the
Certificateholders and the holder of the related B Note, all taken as a
collective whole) on a present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders to be
performed at the related REMIC I Net Mortgage Rate, in the case of the Mortgage
Loans (other than the A Notes ) or the weighted average of the mortgage rates on
the A Note and B Note, in the case of the A/B Mortgage Loan);

and without regard to: (I) any other relationship that the Master Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof may have with
the related Mortgagor; (II) the ownership of any Certificate by the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof;
(III) the Master Servicer's obligation to make Advances; and (IV) the right of
the Master Servicer (or any Affiliate thereof) or the Special Servicer (or any
Affiliate thereof), as the case may be, to receive reimbursement of costs, or
the sufficiency of any compensation payable to it, hereunder or with respect to
any particular transaction.

                  "SERVICING TRANSFER EVENT" means the occurrence of any of the
following events: (i) any Mortgage Loan or B Note (other than the Mortgage Loan
designated as Mortgage Loan No. 1 on the Mortgage Loan Schedule) as to which a
Balloon Payment is past due, and the Master Servicer has determined, in its good
faith reasonable judgment in accordance with the Servicing Standard, that
payment is unlikely to be made on or before the 60th day succeeding the date the
Balloon Payment was due, or any other payment is more than 60 days past due or
has not been made on or before the second Due Date following the Due Date such
payment was due; (ii) any Mortgage Loan or B Note as to which, to the Master
Servicer's knowledge, the Mortgagor has consented to the appointment of a
receiver or conservator in any insolvency or similar proceeding of, or relating
to, such Mortgagor or to all or substantially all of its property, or the
Mortgagor has become the subject of a decree or order issued under a bankruptcy,


                                      -49-
<PAGE>

insolvency or similar law and such decree or order shall have remained
undischarged or unstayed for a period of 30 days; (iii) any Mortgage Loan or B
Note as to which the Master Servicer shall have received notice of the
foreclosure or proposed foreclosure of any other lien on the Mortgaged Property;
(iv) any Mortgage Loan or B Note as to which the Master Servicer has knowledge
of a default (other than a failure by the related Mortgagor to pay principal or
interest) which in the good faith reasonable judgment of the Master Servicer
materially and adversely affects the interests of the Certificateholders or the
holder of the related B Note and which has occurred and remains unremedied for
the applicable grace period specified in such Mortgage Loan (or, if no grace
period is specified, 60 days); (v) any Mortgage Loan or B Note as to which the
Mortgagor admits in writing its inability to pay its debts generally as they
become due, files a petition to take advantage of any applicable insolvency or
reorganization statute, makes an assignment for the benefit of its creditors or
voluntarily suspends payment of its obligations; (vi) any Mortgage Loan or B
Note as to which, in the good faith reasonable judgment of the Master Servicer,
(a) (other than with respect to the Mortgage Loan designated as Mortgage Loan
No. 1 on the Mortgage Loan Schedule) a payment default is imminent or is likely
to occur within 60 days, or (b) any other default is imminent or is likely to
occur within 60 days and such default, in the judgment of the Master Servicer,
is reasonably likely to materially and adversely affect the interests of the
Certificateholders or the holder of the related B Note (as the case may be) and
(vii) with respect to the Mortgage Loan designated as Mortgage Loan No. 1 on the
Mortgage Loan Schedule, if the holder of the B Note chooses not to cure a
monetary default that is permitted to be cured under the related Intercreditor
Agreement, the Business Day following the expiration of the B Note Cure Period
that commences one month after such monetary default; provided, however, that
(1) if the holder of the B Note exercised its right to cure a monetary default
and a monetary default occurs in the following month, servicing of such Mortgage
Loan shall be transferred to the Special Servicer on the Business Day following
the expiration of the B Note Cure Period if the holder of a B Note does not cure
the current monetary default or (2) if the holder of the B Note has exercised
its right to cure three consecutive monetary defaults and a monetary default
occurs in the following month, servicing of such Mortgage Loan shall be
transferred to the Special Servicer at the expiration of the Mortgagor's grace
period for the current monetary default. If a Servicing Transfer Event occurs
with respect to any A Note, it shall be deemed to have occurred also with
respect to its related B Note. If a Servicing Transfer Event occurs with respect
to any B Note, it shall be deemed to have occurred also with respect to its
related A Note. However, if a Servicing Transfer Event has not occurred with
respect to an A Note solely due to the holder of the related B Note exercising
its cure rights under the related Intercreditor Agreement, then a Servicing
Transfer Event will not occur with respect to such B Note. With respect to
Mortgage Loan No. 1, "Cure Period" means the five Business Days after the
expiration of the applicable borrower's grace period.

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

                  "SINGLE-PURPOSE ENTITY" means a Person, other than an
individual, whose organizational documents provide substantially to the effect
that it is formed or organized solely for the purpose of owning and collecting
payments from Defeasance Collateral for the benefit of the Trust and which (i)
does not engage in any business unrelated thereto and the financing thereof;
(ii) does not have any assets other than those related to its interest in
Defeasance Collateral; (iii) maintains its own books, records and accounts, in
each case which are separate and apart from the books, records and accounts of
any other Person; (iv) conducts business in its


                                      -50-
<PAGE>

own name and uses separate stationery, invoices and checks; (v) does not
guarantee or assume the debts or obligations of any other Person; (vi) does not
commingle its assets or funds with those of any other Person; (vii) transacts
business with affiliates on an arm's length basis pursuant to written
agreements; and (viii) holds itself out as being a legal entity, separate and
apart from any other Person, and otherwise complies with the single-purpose
requirements established by the Rating Agencies. The entity's organizational
documents also provide that any dissolution and winding up or insolvency filing
for such entity requires the unanimous consent of all partners or members, as
applicable, and that such documents may not be amended with respect to the
Single-Purpose Entity requirements.

                  "SPECIAL SERVICER" means GMAC Commercial Mortgage Corporation,
or any successor Special Servicer as herein provided.

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

                  "SPECIAL SERVICER MONTHLY REPORTS" mean the reports
substantially in the form of Exhibit O attached hereto.

                  "SPECIAL SERVICER REMITTANCE DATE" means the Business Day
preceding each Determination Date.

                  "SPECIAL SERVICING FEE" means, for each calendar month, as to
each Mortgage Loan or B Note which is a Specially Serviced Mortgage Loan
(including REO Mortgage Loans), the fraction or portion of the Special Servicing
Fee Rate applicable to such month (determined using the same interest accrual
methodology that is applied with respect to the Mortgage Rate for such Mortgage
Loan or B Note for such month) multiplied by the Scheduled Principal Balance of
such Specially Serviced Mortgage Loan immediately before the Due Date occurring
in such month (it being understood that the primary servicer of the Mortgage
Loan designated as Mortgage Loan No. 1 on the Mortgage Loan Schedule will be
entitled to the Westin Primary Special Servicing Fee).

                  "SPECIAL SERVICING FEE RATE" means 0.25% per annum.

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

                  "SPECIALLY SERVICED MORTGAGE LOAN" means, as of any date of
determination, any Mortgage Loan or B Note with respect to which the Master
Servicer has notified the Special Servicer and the Trustee that a Servicing
Transfer Event has occurred (which notice shall be effective upon receipt) and
the Special Servicer has received all information, documents and records
relating to such Mortgage Loan or B Note as reasonably requested by the Special
Servicer to enable it to assume its duties with respect to such Mortgage Loan or
B Note. A


                                      -51-
<PAGE>

Specially Serviced Mortgage Loan shall cease to be a Specially Serviced Mortgage
Loan from and after the date on which the Special Servicer notifies the Master
Servicer, the Paying Agent and the Trustee, in accordance with Section 8.1(b),
that such Mortgage Loan (and the related B Note in the case of an A/B Mortgage
Loan) has become a Rehabilitated Mortgage Loan (and, in the case of an A Note
(or B Note) that is or was a Specially Serviced Mortgage Loan, its related B
Note (or A Note) has also become a Rehabilitated Mortgage Loan), with respect to
such Servicing Transfer Event, unless and until the Master Servicer notifies the
Special Servicer, the Paying Agent and the Trustee, in accordance with Section
8.1(b) that another Servicing Transfer Event with respect to such Mortgage Loan
or B Note exists or occurs.

                  "STANDARD HAZARD INSURANCE POLICY" means a fire and casualty
extended coverage insurance policy in such amount and with such coverage as
required by this Agreement.

                  "SUB-SERVICER" has the meaning set forth in Section 8.4.

                  "SUBORDINATE CERTIFICATES" means, collectively, the Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates.

                  "SUCCESSFUL BIDDER" has the meaning set forth in Section
8.29(d) or Section 9.31(d), as applicable.

                  "TAX MATTERS PERSON" means the person designated as the "tax
matters person" of the REMIC Pool pursuant to Treasury Regulation Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T.

                  "TERMINATION PRICE" has the meaning set forth in Section
10.1(b) herein.

                  "TITLE INSURANCE POLICY" means a title insurance policy
maintained with respect to a Mortgage Loan issued on the date of origination of
the related Mortgage Loan.

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

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

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

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

                                      -52-
<PAGE>

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

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

                  "TRUSTEE FEE RATE" means 0.0025% per annum (which includes the
Paying Agent Fee).

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

                  "UNDERWRITER" means each of Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co. and Wells Fargo Brokerage
Services, LLC or its successors in interest.

                  "UNITED STATES PERSON" means (i) any natural person resident
in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States or any state thereof or the
District of Columbia, (iii) any estate of which an executor or administrator is
a United States Person (other than an estate governed by foreign law and of
which at least one executor or administrator is a non-United States Person who
has sole or shared investment discretion with respect to its assets), (iv) any
trust of which any trustee is a United States Person (other than a trust of
which at least one trustee is a non-United States Person and has sole or shared
investment discretion with respect to its assets), (v) any agency or branch of a
foreign entity located in the United States, (vi) any non-discretionary or
similar account (other than an estate or trust) held by a dealer or other
fiduciary for the benefit or account of a United States Person, (vii) any
discretionary or similar account (other than an estate or trust) held by a
dealer or other fiduciary organized, incorporated or (if an individual) resident
in the United States (other than such an account held for the benefit or account
of a non-United States Person), (viii) any partnership or corporation organized
or incorporated under the laws of a foreign jurisdiction and formed by a United
States Person principally for the purpose of investing in securities not
registered under the 1933 Act (unless it is organized or incorporated, and
owned, by accredited investors within the meaning of Rule 501(A) under the 1933
Act who are not natural persons, estates or trusts); provided, however, that the
term "United States Person" shall


                                      -53-
<PAGE>

not include (A) a branch or agency of a United States Person that is located and
operating outside the United States for valid business purposes as a locally
regulated branch or agency engaged in the banking or insurance business, (B) any
employee benefit plan established and administered in accordance with the law,
customary practices and documentation of a foreign country and (C) the
international organizations set forth in Section 902(o)(7) of Regulation S under
the 1933 Act and any other similar international organizations, and their
agencies, affiliates and pension plans.

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

                  "UNPAID INTEREST" means, on any Distribution Date with respect
to any Class of Interests or Certificates (other than the Residual
Certificates), the portion of Distributable Certificate Interest for such Class
remaining unpaid as of the close of business on the preceding Distribution Date,
plus one month's interest thereon at the applicable Pass-Through Rate.

                  "UNRESTRICTED SERVICER REPORTS" means the following reports in
CMSA format (as in effect on the date hereof) in, and containing substantially
the information contemplated by, the forms attached hereto as part of Exhibit X
prepared by the Master Servicer (combining reports in such forms prepared by the
Master Servicer and the Special Servicer (with respect to Specially Serviced
Mortgaged Loans and REO Properties)): (a) the following electronic files; (i) a
Loan Set-Up File (with respect to the initial Distribution Date only); and (ii)
a Loan Periodic Update File; and (b) the following supplemental reports: (i) a
Delinquent Loan Status Report, (ii) an Historical Loan Modification Report,
(iii) an Historical Liquidation Report, and (iv) an REO Status Report.

                  "USAP" shall have the meaning set forth in Section 8.13.

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

                  "WELLS FARGO" has the meaning assigned in the Preliminary
Statement hereto.

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

                  "WESTIN PRIMARY SPECIAL SERVICING FEE" means for each calendar
month, as to the Mortgage Loan identified as Mortgage Loan No. 1 on the Mortgage
Loan Schedule (if such Mortgage Loan is a Specially Serviced Mortgage Loan), the
fraction or portion of such of the Westin Primary Special Servicing Fee Rate
applicable to such month (determined using the same interest accrual methodology
that is applied with respect to the Mortgage Rate for such Mortgage


                                      -54-
<PAGE>

Loan) multiplied by the Scheduled Principal Balance of such Specially Serviced
Mortgage Loan immediately before the Due Date occurring in such month.

                  "WESTIN PRIMARY SPECIAL SERVICING FEE RATE" means 0.03% per
annum.

                  "WESTIN RIVER SUBSERVICING AGREEMENT" means the Subservicing
Agreement dated as of the Cut-off Date between the initial Master Servicer and
Babson.

                  "WORKOUT" has the meaning set forth in Section 9.36(b).

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

                  SECTION 1.2 CALCULATIONS RESPECTING MORTGAGE LOANS. (a)
Calculations required to be made by the Paying Agent pursuant to this Agreement
with respect to any Mortgage Loan or B Note shall be made based upon current
information as to the terms of the Mortgage Loans and B Note and reports of
payments received from the Master Servicer on such Mortgage Loans and B Notes
and payments to be made to the Paying Agent as supplied to the Paying Agent by
the Master Servicer. The Paying Agent shall not be required to recompute, verify
or recalculate the information supplied to it by the Master Servicer and may
conclusively rely upon such information in making such calculations. If,
however, a Responsible Officer of the Paying Agent has actual knowledge of an
error in the calculations, the Paying Agent shall inform the Master Servicer of
such error.

                  (b) Unless otherwise required by law or the applicable
Mortgage Loan or B Note documents (or the related Intercreditor Agreement), any
amounts (other than escrow and reserve deposits and reimbursements of lender
advances and expenses) received in respect of a Mortgage Loan or B Note as to
which a default has occurred and is continuing shall be applied first to overdue
interest due with respect to such Mortgage Loan or B Note at the Mortgage Rate
thereof, next to current interest due with respect to such Mortgage Loan or B
Note at the Mortgage Rate thereof, next to the reduction of the Principal
Balance of such Mortgage Loan or B Note to zero if such Mortgage Loan or B Note
has been accelerated and in respect of any scheduled payments of principal then
due to the extent that such Mortgage Loan or B Note has not yet been
accelerated, next to any default interest and other amounts due on such Mortgage
Loan or B Note and finally to Late Fees due with respect to such Mortgage Loan
or B Note.

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

                  SECTION 1.4 INTERPRETATION.

                  (a) Whenever the Agreement refers to a Distribution Date and a
"related" Collection Period, Interest Accrual Period, Record Date, Due Date,
Report Date, Monthly



                                      -55-
<PAGE>

Certificateholders Report, Special Servicer Remittance Date, Master Servicer
Remittance Date or Determination Date, such reference shall be to the Collection
Period, Interest Accrual Period, Record Date, Due Date, Report Date, Special
Servicer Remittance Date, Master Servicer Remittance Date or Determination Date,
as applicable, immediately preceding such Distribution Date.

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

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

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

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

                  SECTION 1.5 ARD LOANS. Notwithstanding any provision of this
Agreement;

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

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

                  (c) Neither the Master Servicer nor the Special Servicer shall
take any enforcement action with respect to the payment of Excess Interest
unless the taking of such action is consistent with the Servicing Standard and
all other amounts due under such Mortgage Loan have been paid, and, in the good
faith and reasonable judgment of the Master Servicer and the Special Servicer,
as the case may be, the Liquidation Proceeds expected to be recovered in
connection with such enforcement action will cover the anticipated costs of such
enforcement action and, if applicable, any associated interest thereon.

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



                                      -56-
<PAGE>

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

                  SECTION 1.6 CERTAIN MATTERS WITH RESPECT TO A/B MORTGAGE
LOANS.

                  (a) For the avoidance of doubt, the parties acknowledge that
the rights and duties of each of the Master Servicer and the Special Servicer
under Article VIII and Article IX and the obligation of the Master Servicer to
make Advances, insofar as such rights, duties and obligations relate to any A/B
Mortgage Loan (including both the related A Note and the related B Note), shall
terminate upon the earliest to occur of the following with respect to such A/B
Mortgage Loan: (i) any repurchase of or substitution for the related A Note by
the Seller of such A/B Mortgage Loan pursuant to Section 2.3, (ii) any purchase
of the related A Note by the owner of the related B Note pursuant to the terms
of the related Intercreditor Agreement, (iii) in the case of the A/B Mortgage
Loan designated on the Mortgage Loan Schedule as Loan No. 1 (that is, the
Mortgage Loan secured by "Westin River North"), any purchase of the related A/B
Mortgage Loan by the Mezzanine Lender (as defined in the Mezzanine Intercreditor
Agreement) pursuant to the related Mezzanine Intercreditor Agreement, and (iv)
any payment in full of any and all amounts due (or deemed due) under the related
A Note (or its successor REO Mortgage Loan) (including amounts to which the
holder of such A Note is entitled under the related Intercreditor Agreement);
provided, however, that this statement shall not limit (A) the duty of the
Master Servicer or the Special Servicer to deliver or make available the reports
otherwise required of it hereunder with respect to the Collection Period in
which such event occurs or (B) the rights of the Master Servicer or the Special
Servicer that may otherwise accrue or arise in connection with the performance
of its duties hereunder with respect to such A/B Mortgage Loan prior to the date
on which such event occurs.

                  (b) In connection with any purchase described in clause (ii)
or clause (iii) of subsection (a) or an event described in clause (iv) of
subsection (a), the Trustee, the Master Servicer and the Special Servicer shall
each tender to (in the case of a purchase under such clause (ii) or clause
(iii)) the related purchaser (provided that the related purchaser shall have
paid the full amount of the applicable purchase price) or (in the case of such
clause (iv)) to the holder of the related B Note, upon delivery to them of a
receipt executed by such purchaser or holder, all portions of the Mortgage File
and other documents pertaining to such A/B Mortgage Loan possessed by it, and
each document that constitutes a part of the Mortgage File shall be endorsed or
assigned to the extent necessary or appropriate to such purchaser or holder (or
the designee of such purchaser or holder) in the same manner, and pursuant to
appropriate forms of assignment, substantially similar to the manner and forms
pursuant to which documents were previously assigned to the Trustee by the
related Seller, but in any event, without recourse,


                                      -57-
<PAGE>

representation or warranty; provided that such tender by the Trustee shall be
conditioned upon its receipt from the Master Servicer of a Request for Release.
The Master Servicer shall, and is also hereby authorized and empowered by the
Trustee to, convey to such purchaser or such holder any deposits then held in an
Escrow Account relating to the applicable A/B Mortgage Loan. If an A Note and a
B Note under the applicable Mortgage Loan are then REO Mortgage Loans, then the
Special Servicer shall, and is also hereby authorized and empowered by the
Trustee to, convey to such purchaser or such holder, in each case, to the extent
not needed to pay or reimburse the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent in accordance with this Agreement, deposits then
held in the REO Account insofar as they relate to the related REO Property.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

                  SECTION 2.1 CONVEYANCE OF MORTGAGE LOANS.

                  (a) Effective as of the Closing Date, the Depositor does
hereby assign in trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
the Depositor's rights under each Mortgage Loan Purchase Agreement that are
permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii)
the Initial Deposit, (iv) the Depositor's rights under the Intercreditor
Agreements and (v) all other assets included or to be included in REMIC I for
the benefit of REMIC II and REMIC III. Such assignment includes all interest and
principal received or receivable on or with respect to the Mortgage Loans and
due after the Cut-Off Date. The transfer of the Mortgage Loans and the related
rights and property accomplished hereby is absolute and is intended by the
parties to constitute a sale. In connection with the initial sale of the
Certificates by the Depositor, the purchase price to be paid includes a portion
attributable to interest accruing on the Certificates from and after the Cut-Off
Date.

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

                  (c) The applicable Seller shall, at its expense as to each
Mortgage Loan, promptly (and in any event within 45 days following the receipt
thereof) cause to be submitted


                                      -58-
<PAGE>

for recording or filing, as the case may be, in the appropriate public office
for real property records or UCC financing statements, as appropriate, each
assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of
the definition of "Mortgage File". Each such assignment shall reflect that it
should be returned by the public recording office to the Trustee following
recording or filing; provided that in those instances where the public recording
office retains the original Assignment of Mortgage, assignment of Assignment of
Leases or assignment of UCC financing statements, the applicable Seller shall
obtain therefrom a certified copy of the recorded original. The applicable
Seller shall forward copies thereof to the Trustee and the Special Servicer. If
any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, the applicable Seller shall,
pursuant to the applicable Mortgage Loan Purchase Agreement, promptly prepare or
cause to be prepared a substitute therefor or cure such defect, as the case may
be, and thereafter the applicable Seller shall upon receipt thereof cause the
same to be duly recorded or filed, as appropriate.

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

                  (d) All relevant servicing or loan documents and records in
the possession of the Depositor or the Sellers that relate to the Mortgage Loans
or B Notes and that are not required to be a part of a Mortgage File in
accordance with the definition thereof shall be delivered to the Master Servicer
or the Primary Servicer on its behalf, on or before the Closing Date and shall
be held by the Master Servicer or Primary Servicer on behalf of the Trustee in
trust for the benefit of the Certificateholders. The Depositor shall deliver or
cause the related Seller to deliver to the Special Servicer a copy of each
Mortgage File to the extent that (i) such copy has not previously been delivered
to the Special Servicer and (ii) the Special Servicer requests (in writing) such
copy within 180 days following the Closing Date. The Depositor shall


                                      -59-
<PAGE>

deliver or cause the related Seller to deliver such copy within a reasonable
period following such request by the Special Servicer.

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

                  (f) In connection herewith, the Depositor has acquired the
Principal Loans from Principal, the JHREF Loans from JHREF, the Wells Fargo
Loans from Wells Fargo, the BSF Loans from BSF and the MSDWMC Loans from MSDWMC.
The Depositor will deliver the original Mortgage Notes (or lost note affidavits
with copies of the related Mortgage Notes, as described in the definition of
Mortgage File) relating to the Principal Loans to the Trustee, endorsed as
otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with a copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the JHREF Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the Wells Fargo Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the BSF Loans to the Trustee, endorsed
as otherwise provided herein, to effect the transfer to the Trustee of such
Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. The Depositor will deliver the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as described in the
definition of Mortgage File) relating to the MSDWMC Loans to the Trustee,
endorsed as otherwise provided herein, to effect the transfer to the Trustee of
such Mortgage Notes and all related deeds of trust, mortgages and other loan
documents. To avoid the unnecessary expense and administrative inconvenience
associated with the execution and recording of multiple assignment documents,
Principal, JHREF, Wells Fargo, BSF and MSDWMC, as applicable, are required under
the Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and
assignments of Assignments of Leases and assignments of UCC financing statements
naming the Trustee, on behalf of the Certificateholders, as assignee.
Notwithstanding the fact that the assignments shall name the Trustee, on behalf
of the Certificateholders, as the assignee, the parties hereto acknowledge and
agree that for all purposes the Principal Loans shall be deemed to have been
transferred from Principal to the Depositor, the JHREF Loans shall be deemed to
have been transferred from JHREF to the Depositor, the Wells Fargo Loans shall
be deemed to have been transferred from Wells Fargo to the Depositor, the BSF
Loans shall be deemed to have been transferred from BSF to the Depositor and the
MSDWMC Loans shall be deemed to have been transferred from MSDWMC to the
Depositor, and all Mortgage Loans shall be deemed to have been transferred from
the Depositor to the Trustee on behalf of the Certificateholders.



                                      -60-
<PAGE>

                  SECTION 2.2 ACCEPTANCE BY TRUSTEE. The Trustee will hold (i)
the documents constituting a part of the Mortgage Files delivered to it (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders. To the extent that the contents of the Mortgage File for any
A Note relate to the corresponding B Note, the Trustee, or the Custodian on the
Trustee's behalf, will hold such Mortgage File in trust for the benefit of the
holder of the related B Note.

                  On the initial Closing Date in respect of the Initial
Certification, and within 75 days after the initial Closing Date in respect of
the Final Certification, the Trustee shall examine the Mortgage Files in its
possession, and shall deliver to the Depositor, the Sellers, the Master
Servicer, the Special Servicer and the Operating Adviser a certification (the
"Initial Certification" and the "Final Certification", respectively, in the
respective forms set forth as Exhibit B-1 and Exhibit B-2 hereto), which may be
in electronic format (i) in the case of the Initial Certification, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in the schedule of exceptions to Mortgage File delivery attached thereto, to the
effect that: (A) all documents pursuant to clause (i) of the definition of
Mortgage File are in its possession, (B) such documents have been reviewed by it
and have not been materially mutilated, damaged, defaced, torn or otherwise
physically altered, and such documents relate to such Mortgage Loan, and (C)
each Mortgage Note has been endorsed as provided in clause (i) of the definition
of Mortgage File, and (ii) in the case of the Final Certification, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in the schedule of exceptions to Mortgage File delivery attached thereto, to the
effect that: (A) all documents pursuant to clauses (i), (ii), (iv), (v), (vi),
(viii), (x), (xii) and (xvii) of the definition of Mortgage File required to be
included in the Mortgage File, and with respect to all documents specified in
the other clauses of the definition of Mortgage File to the extent known by a
Responsible Officer of the Trustee to be required pursuant to this Agreement,
are in its possession, (B) such documents have been reviewed by it and have not
been materially mutilated, damaged, defaced, torn or otherwise physically
altered, and such documents relate to such Mortgage Loan, (C) based on its
examination and only as to the Mortgage Note and Mortgage, the street address of
the Mortgaged Property set forth in the Mortgage Loan Schedule respecting such
Mortgage Loan accurately reflects the information contained in the documents in
the Mortgage File, and (D) each Mortgage Note has been endorsed. Notwithstanding
the foregoing, the delivery of a commitment to issue a Title Insurance Policy in
lieu of the delivery of the actual Title Insurance Policy shall not be
considered a Material Document Defect with respect to any Mortgage File if such
actual Title Insurance Policy is delivered to the Trustee or a Custodian on its
behalf not later than the 180th day following the Closing Date. The Trustee
shall deliver to the Master Servicer, the Special Servicer, the Operating
Adviser and each Seller a copy of such Final Certification, which may be in
electronic format.

                  Within 360 days after the Cut-Off Date, the Trustee shall
provide a confirmation of receipt of recorded assignments of Mortgage (as
described in the definition of Mortgage File, with evidence of recording
thereon) or otherwise provide evidence of such recordation to the Master
Servicer, the Special Servicer, the Operating Advisor and each Seller, and if
any recorded assignment of Mortgage has not been received by the Trustee by such
time, the Trustee shall provide information in such confirmation on the status
of missing assignments. The Trustee agrees to use reasonable efforts to submit
for recording any unrecorded assignments of Mortgage that have been delivered to
it (including effecting such recordation process through or


                                      -61-
<PAGE>

cooperating with the applicable Seller) such recordation to be at the expense of
the applicable Seller; provided, however, that the Trustee shall not submit for
recording any such assignments if the applicable Seller produces evidence that
it has sent any such assignment for recording and is awaiting its return from
the applicable recording office. In giving the certifications required above,
the Trustee shall be under no obligation or duty to inspect, review or examine
any such documents, instruments, securities or other papers to determine whether
they or the signatures thereon are valid, legal, genuine, enforceable, in
recordable form or appropriate for their represented purposes, or that they are
other than what they purport to be on their face, or to determine whether any
Mortgage File should include any assumption agreement, modification agreement,
consolidation agreement, extension agreement, Assignment of Lease, ground lease,
UCC financing statement, guaranty, written assurance, substitution agreement,
lock box agreement, intercreditor agreement, management agreement or letter of
credit.

                  If any exceptions are noted on a schedule of exceptions (if
any) attached to the Final Certification, including exceptions resulting from
the fact that the recordation and/or filing has not been completed (based solely
on the absence of receipt by the Custodian (or the Trustee) of the particular
documents showing evidence of the recordation and/or filing), then the Custodian
on behalf of the Trustee (or the Trustee) shall continuously update such
schedule of exceptions to reflect receipt of any corrected documents, additional
documents or instruments or evidences of recordation and/or filing, as to each
Mortgage Loan, until the earliest of the following dates: (i) the date on which
all such exceptions are eliminated (any such elimination resulting from the fact
that recordation and/or filing has been completed shall be based solely on
receipt by the Custodian or the Trustee of the particular documents showing
evidence of the recordation and/or filing), (ii) the date on which all the
affected Mortgage Loans are removed from the Trust and (iii) the second
anniversary of the Closing Date, and shall provide such updated schedule of
exceptions (which may be in electronic format) to each of the Depositor, each
Seller (as to its respective Mortgage Loans only), the Master Servicer, the
Special Servicer, the Operating Adviser and the Paying Agent on or about the
date that is 180 days after the Closing Date and then again every 90 days
thereafter (until the earliest date specified above). The Paying Agent shall
promptly forward a copy thereof to each Certificateholder in the Controlling
Class and shall deliver or make available a copy thereof to other
Certificateholders pursuant to Section 5.4(d). Promptly, and in any event within
two Business Days, following any request therefor by the Depositor, the Master
Servicer, the Special Servicer or the Operating Adviser that is made later than
two years following the Closing Date, the Custodian (or the Trustee) shall
deliver an updated schedule of exceptions, which may be in electronic format (to
the extent the prior schedule showed exceptions), to the requesting Person and
the Paying Agent, which shall make available a copy thereof pursuant to Section
5.4(d).

                  If, in the course of such review, the Trustee finds any
document constituting a part of a Trustee Mortgage File which does not meet the
requirements of clauses (ii)(A) through (D) in the third preceding paragraph,
the Trustee shall promptly notify the applicable Seller, the Master Servicer,
the Special Servicer, the Operating Adviser, and the Depositor in writing and
the Master Servicer shall, and the Special Servicer may, request such Seller to
correct or cure such defect in the manner and within the period or periods set
forth in the applicable Mortgage Loan Purchase Agreement and absent such
correction or cure, and, in the case of a defect which results from a failure to
meet one or more requirements of clauses (ii)(A) through (C) in the third
preceding paragraph, such defect materially and adversely affects the value of
the related


                                      -62-
<PAGE>

Mortgage Loan or the interest of the Trustee in the related Mortgage Loan (in
the good faith judgment of the Master Servicer or the Trustee), or in any event
in the case of a defect under (ii)(D), the Trustee shall, and the Special
Servicer may, request the applicable Seller, at such Seller's election, to, and
such Seller shall be required promptly upon such request, either (i) substitute
for the related Mortgage Loan, without recourse, a Qualifying Substitute
Mortgage Loan or Loans, which substitution shall be accomplished in the manner
and subject to the conditions set forth in Section 2.3; or (ii) purchase such
Mortgage Loan from the Trust at the Purchase Price therefor in accordance with
the related Mortgage Loan Purchase Agreement. The Purchase Price for any such
Mortgage Loan shall be paid to the Master Servicer and deposited by the Master
Servicer in the Certificate Account. Upon receipt by the Trustee of written
notification of deposit of the Purchase Price or other amount required of the
applicable Seller, signed by a Servicing Officer of the Master Servicer (which
notification shall include a statement as to the accuracy of the calculation of
the Purchase Price or other required deposit), the Trustee shall release the
related Trustee Mortgage File to the applicable Seller and the Trustee and the
Depositor shall execute and deliver such instruments of transfer or assignment
in the forms presented to it, in each case without recourse, representation or
warranty as shall be necessary to vest in such Seller, or its designee, title
(to the extent that such title was transferred to the Depositor or the Trustee)
to any Mortgage Loan released pursuant hereto, including title to any property
acquired in respect of such Mortgage Loan or proceeds of any insurance policy
with respect thereto.

                  The Trustee or its authorized agents shall retain possession
and custody of each Trustee Mortgage File in accordance with and subject to the
terms and conditions set forth herein.

                  SECTION 2.3 SELLERS' REPURCHASE OF MORTGAGE LOANS FOR MATERIAL
DOCUMENT DEFECTS AND MATERIAL BREACHES OF REPRESENTATIONS AND WARRANTIES.

                  (a) If any party hereto discovers that any document or
documents constituting a part of a Mortgage File has not been delivered as and
when required, has not been properly executed, or is defective on its face or
discovers or receives notice of a breach of any of the representations and
warranties relating to the Mortgage Loans required to be made by a Seller
regarding the characteristics of the Mortgage Loans and/or related Mortgage
Properties as set forth in the related Mortgage Loan Purchase Agreements, and in
either case such defect or breach either (i) materially and adversely affects
the interests of the holders of the Certificates in the related Mortgage Loan,
or (ii) both (A) the document defect or breach materially and adversely affects
the value of the Mortgage Loan and (B) the Mortgage Loan is a Specially Serviced
Mortgage Loan or Rehabilitated Mortgage Loan (such a document defect described
in the preceding clause (i) or (ii), a "Material Document Defect", and such a
breach described in the preceding clause (i) or (ii), a "Material Breach") such
party shall give prompt written notice to the other parties hereto and to each
Rating Agency. Promptly (but in any event within three Business Days) upon
becoming aware of any such Material Document Defect or Material Breach, the
Master Servicer shall, and the Special Servicer may, request that the related
Seller, not later than 85 days from such Seller's receipt of the notice of such
Material Document Defect or Material Breach, cure such Material Document Defect
or Material Breach, as the case may be, in all material respects; provided,
however, that if such Material Document Defect or Material Breach, as the case
may be, cannot be corrected or cured in all material respects within such 85-


                                      -63-
<PAGE>

day period, and such Material Document Defect or Material Breach would not cause
the Mortgage Loan to be other than a "qualified mortgage" (as defined in the
Code) but the related Seller is diligently attempting to effect such correction
or cure, as certified by such Seller in an Officer's Certificate delivered to
the Trustee, then the cure period will be extended for an additional 90 days
unless, solely in the case of a Material Document Defect, (x) the Mortgage Loan
is then a Specially Serviced Mortgage Loan and a Servicing Transfer Event has
occurred as a result of a monetary default or as described in clause (ii) or
clause (v) of the definition of "Servicing Transfer Event" and (y) the Material
Document Defect was identified in a certification delivered to the Seller by the
Trustee pursuant to Section 2.2 not less than 85 days prior to the delivery of
the notice of such Material Document Defect. The parties acknowledge that
neither delivery of a certification or schedule of exceptions to a Seller
pursuant to Section 2.2 or otherwise nor possession of such certification or
schedule by the Seller shall, in and of itself, constitute delivery of notice of
any Material Document Defect or knowledge or awareness by the Seller of any
Material Document Defect listed therein.

                  If any such Material Document Defect or Material Breach cannot
be corrected or cured in all material respects within the above cure periods,
the related Seller will be obligated, not later than the last day of such
permitted cure period, to (i) repurchase the affected Mortgage Loan from the
Trust at the applicable Purchase Price in accordance with the related Mortgage
Loan Purchase Agreement, or (ii) if within the three-month period commencing on
the Closing Date (or within the two-year period commencing on the Closing Date
if the related Mortgage Loan is a "defective obligation" within the meaning of
Section 860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section
1.860G-2(f)), at the related Seller's option, replace such Mortgage Loan with a
Qualifying Substitute Mortgage Loan. If such Material Document Defect or
Material Breach would cause the Mortgage Loan to be other than a "qualified
mortgage" (as defined in the Code), then notwithstanding the previous sentence,
the repurchase must occur within 85 days from the date the related Seller was
notified of the defect and substitution must occur within the sooner of (i) 85
days from the date the related Seller was notified of the defect or (ii) two
years from the Closing Date.

                  As to any Qualifying Substitute Mortgage Loan or Loans, the
Master Servicer shall not execute any instrument effecting the substitution
unless the related Seller has delivered to the Trustee for such Qualifying
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the related
Assignment of Mortgage, and such other documents and agreements as are required
by Section 2.1, with the Mortgage Note endorsed as required by Section 2.1 and
the Master Servicer shall be entitled to rely on statements and certifications
from the Trustee for this purpose. No substitution may be made in any calendar
month after the Determination Date for such month. Monthly payments due with
respect to Qualifying Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust and will be retained by Master Servicer and
remitted by the Master Servicer to the related Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Scheduled Payment due on the related Deleted
Mortgage Loan for such month and thereafter the related Seller shall be entitled
to retain all amounts received in respect of such Deleted Mortgage Loan.

                  The Master Servicer shall amend or cause to be amended the
Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualifying Substitute Mortgage Loan or Loans and upon
such amendment the Master Servicer


                                      -64-
<PAGE>

shall deliver or cause to be delivered such amended Mortgage Loan Schedule to
the Trustee, the Paying Agent and the Special Servicer. Upon such substitution,
the Qualifying Substitute Mortgage Loan or Loans shall be subject to the terms
of this Agreement in all respects. Upon receipt of the Trustee Mortgage File
pertaining to any Qualifying Substitute Mortgage Loans, the Trustee shall
release the Trustee Mortgage File relating to such Deleted Mortgage Loan to the
related Seller, and the Trustee (and the Depositor, if necessary) shall execute
and deliver such instruments of transfer or assignment in the form presented to
it, in each case without recourse, representation or warranty, as shall be
necessary to vest title (to the extent that such title was transferred to the
Trustee or the Depositor) in the related Seller or its designee to any Deleted
Mortgage Loan (including any property acquired in respect thereof or any
insurance policy proceeds relating thereto) substituted for pursuant to this
Section 2.3.


                  If (x) a Mortgage Loan is to be repurchased or replaced as
contemplated above, (y) such Mortgage Loan is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans and (z) the applicable
document defect or breach does not constitute a Material Document Defect or
Material Breach, as the case may be, as to such other Mortgage Loans (without
regard to this paragraph), then the applicable document defect or breach (as the
case may be) shall be deemed to constitute a Material Document Defect or
Material Breach (as the case may be) as to each such other Mortgage Loan for
purposes of the above provisions, and the related Seller shall be obligated to
repurchase or replace each such other Mortgage Loan in accordance with the
provisions above unless, in the case of a breach, both of the following
conditions would be satisfied if the related Seller were to repurchase or
replace only those Mortgage Loans as to which a Material Breach had occurred
without regard to this paragraph (the "Affected Loan(s)"): (i) the Debt Service
Coverage Ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) for the four calendar quarters immediately preceding the repurchase or
replacement is not less than 0.10x below the lesser of (A) the debt service
coverage ratio for all such other Mortgage Loans (excluding the Affected
Loan(s)) set forth in Annex A to the Final Prospectus Supplement and (B) the
debt service coverage ratio for all such Mortgage Loans that are
cross-collateralized and cross-defaulted with one another (including the
Affected Loan(s)) for the four preceding calendar quarters preceding the
repurchase or replacement, and (ii) the Loan-to-Value Ratio for all such other
Mortgage Loans (excluding the Affected Loan(s)) is not greater than 10% more
than the greater of (A) the loan-to-value ratio for all such other Mortgage
Loans (excluding the Affected Loan(s)) set forth in Annex A to the Final
Prospectus Supplement and (B) the loan-to-value ratio for all such Mortgage
Loans that are cross-collateralized and cross-defaulted with one another
(including the Affected Loan(s)), at the time of repurchase or replacement. The
determination of the Master Servicer as to whether the conditions set forth
above have been satisfied shall be conclusive and binding in the absence of
manifest error. The Master Servicer will be entitled to cause to be delivered,
or direct the related Seller to (in which case the related Seller shall) cause
to be delivered to the Master Servicer, an Appraisal of any or all of the
related Mortgaged Properties for purposes of determining whether the condition
set forth in clause (ii) above has been satisfied, in each case at the expense
of the related Seller if the scope and cost of the Appraisal is approved by the
related Seller (such approval not to be unreasonably withheld).

                  With respect to any Mortgage Loan that is cross-defaulted
and/or cross-collateralized with any other Mortgage Loan conveyed hereunder, to
the extent that the


                                      -65-
<PAGE>

applicable Seller is required to repurchase or substitute for such Mortgage Loan
(each, a "Repurchased Loan") in the manner prescribed above while the Trustee
continues to hold any other Mortgage Loan that is cross-collateralized and/or
cross-defaulted (each, a "Cross-Collateralized Loan") with such Repurchased
Loan, the applicable Seller and the Depositor have agreed in the related
Mortgage Loan Purchase Agreement to forebear from enforcing any remedies against
the other's Primary Collateral but each is permitted to exercise remedies
against the Primary Collateral securing its respective Mortgage Loans, including
with respect to the Trustee, the Primary Collateral securing Mortgage Loans
still held by the Trustee, so long as such exercise does not impair the ability
of the other party to exercise its remedies against its Primary Collateral. If
the exercise of remedies by one party would impair the ability of the other
party to exercise its remedies with respect to the Primary Collateral securing
the Mortgage Loan or Mortgage Loans held by such party, then both parties have
agreed to forbear from exercising such remedies until the loan documents
evidencing and securing the relevant Mortgage Loans can be modified in a manner
that complies with the applicable Mortgage Loan Purchase Agreement to remove the
threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing the Cross-Collateralized
Loans shall be allocated between such Mortgage Loans in accordance with the
Mortgage Loan documents, or otherwise on a pro rata basis based upon their
outstanding Principal Balances. All other terms of the Mortgage Loans shall
remain in full force and effect, without any modification thereof. The
Mortgagors set forth on Schedule VIII hereto are intended third-party
beneficiaries of the provision set forth in this paragraph. The provisions of
this paragraph may not be modified with respect to any Mortgage Loan without the
related Mortgagor's consent.

                  Any of the following document defects shall be conclusively
presumed materially and adversely to affect the interests of Certificateholders
in a Mortgage Loan and be a Material Document Defect: (a) the absence from the
Mortgage File of the original signed Mortgage Note, unless the Mortgage File
contains a signed lost note affidavit and indemnity that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage that appears to be regular on its face, unless there is included in the
Mortgage File a certified copy of the Mortgage by the local authority with which
the Mortgage was recorded; or (c) the absence from the Mortgage File of the item
called for by paragraph (viii) of the definition of Mortgage File. If any of the
foregoing Material Document Defects is discovered by the Custodian (or the
Trustee if there is no Custodian), the Trustee (or as set forth in Section
2.3(a), the Master Servicer) will take the steps described elsewhere in this
section, including the giving of notices to the Rating Agencies and the parties
hereto and making demand upon the related Seller for the cure of the document
defect or repurchase or replacement of the related Mortgage Loan.

                  In any month in which the related Seller substitutes one or
more Qualifying Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer will determine the amount (if any) by which the
aggregate Principal Balance of all such Qualified Substitute Mortgage Loans as
of the date of substitution is less than the aggregate Principal Balance of all
such Deleted Mortgage Loans (in each case after application of scheduled
principal portion of the monthly payments received in the month of
substitution). The Depositor shall cause the related Seller to deposit the
amount of such shortage into the Certificate Account in the month of
substitution, without any reimbursement thereof. In addition, the Depositor
shall cause the related Seller to deposit into the Certificate Account, together
with such shortage, if any, an amount equal to interest on the Deleted Mortgage
Loans at a rate equal to the sum of the


                                      -66-
<PAGE>

applicable Mortgage Rate from the Due Date as to which interest was last paid up
to the Due Date next succeeding such substitution together with the amount of
unreimbursed Servicing Advances, amounts required to be paid to the Special
Servicer but remaining unpaid or unreimbursed, and interest on unreimbursed
Advances with respect to such Deleted Mortgage Loans at the Advance Rate. The
Depositor shall cause the related Seller, in the case of the Mortgage Loans, to
give notice in writing (accompanied by an Officer's Certificate as to the
calculation of such shortage) to the Trustee, the Paying Agent and the Master
Servicer of such event which notice shall be accompanied by an Officers'
Certificate as to the calculation of such shortfall.

                  If the affected Mortgage Loan is to be repurchased, the Master
Servicer shall designate the Certificate Account as the account to which funds
in the amount of the Purchase Price are to be wired. Any such purchase of a
Mortgage Loan shall be on a whole loan, servicing released basis.

                  (b) In connection with any repurchase of or substitution for a
Mortgage Loan contemplated by this Section 2.3, the Trustee, the Master Servicer
and the Special Servicer shall each tender to the related Seller, upon delivery
to each of them of a receipt executed by such Seller, all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the Mortgage File shall be
endorsed or assigned to the extent necessary or appropriate to the related
Seller or its designee in the same manner, and pursuant to appropriate forms of
assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee, but in any event, without
recourse, representation or warranty; provided that such tender by the Trustee
shall be conditioned upon its receipt from the Master Servicer of a Request for
Release. The Master Servicer shall, and is hereby authorized and empowered by
the Trustee to, prepare, execute and deliver in its own name, on behalf of the
Certificateholders and the Trustee or any of them, the endorsements and
assignments contemplated by this Section 2.3, and the Trustee shall execute and
deliver any powers of attorney necessary to permit the Master Servicer to do so.
The Master Servicer shall, and is also hereby authorized and empowered by the
Trustee to, reconvey to the related Seller any deposits then held in an Escrow
Account relating to the Mortgage Loan being repurchased or substituted for. The
Master Servicer shall indemnify the Trustee for all costs, liabilities and
expenses (including attorneys' fees) incurred by the Trustee in connection with
any negligent or intentional misuse of any such powers of attorney by the Master
Servicer.

                  (c) The Mortgage Loan Purchase Agreements provide the sole
remedies available to the Certificateholders, or the Trustee on behalf of the
Certificateholders, respecting any Material Document Defect or Material Breach.
The parties hereunder understand that (i) Principal, as Seller under Mortgage
Loan Purchase Agreement III, will be providing the remedies with respect to the
Principal Loans, (ii) JHREF, as Seller under Mortgage Loan Purchase Agreement I,
will be providing the remedies with respect to the JHREF Loans, (iii) Wells
Fargo, as Seller under Mortgage Loan Purchase Agreement II, will be providing
the remedies with respect to the Wells Fargo Loans, (iv) BSF, as Seller under
Mortgage Loan Purchase Agreement IV, will be providing the remedies with respect
to the BSF Loans and (v) MSDWMC, as Seller under Mortgage Loan Purchase
Agreement V, will be providing the remedies with respect to the MSDWMC Loans.



                                      -67-
<PAGE>

                  SECTION 2.4 REPRESENTATIONS AND WARRANTIES. The Depositor
hereby represents and warrants to the Master Servicer, the Special Servicer, the
Trustee (in its capacity as Trustee of the Trust), the Fiscal Agent and the
Paying Agent as of the Closing Date that:

                  (a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and has full corporate power and authority to own its property, to
carry on its business as presently conducted, to enter into and perform its
obligations under this Agreement, and to create the trust pursuant hereto;

                  (b) The execution and delivery by the Depositor of this
Agreement have been duly authorized by all necessary corporate action on the
part of the Depositor; neither the execution and delivery of this Agreement, nor
the consummation of the transactions herein contemplated, nor compliance with
the provisions hereof, will conflict with or result in a breach of, or
constitute a default under, (i) any of the provisions of any law, governmental
rule, regulation, judgment, decree or order binding on the Depositor or its
properties; (ii) the certificate of incorporation or bylaws of the Depositor; or
(iii) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound; neither the Depositor nor any of
its Affiliates is a party to, bound by, or in breach of or violation of any
indenture or other agreement or instrument, or subject to or in violation of any
statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it, which materially and
adversely affects or to the best knowledge of the Depositor may in the future
materially and adversely affect (i) the ability of the Depositor to perform its
obligations under this Agreement or (ii) the business, operations, financial
condition, properties or assets of the Depositor;

                  (c) The execution, delivery and performance by the Depositor
of this Agreement and the consummation of the transactions contemplated hereby
do not require the consent or approval of, the giving of notice to, the
registration with, or the taking of any other action in respect of, any state,
federal or other governmental authority or agency, except such as has been
obtained, given, effected or taken prior to the date hereof;

                  (d) This Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, constitutes a valid and binding obligation of the Depositor enforceable
against it in accordance with its terms;

                  (e) There are no actions, suits or proceedings pending or, to
the best of the Depositor's knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative
agency, arbitrator or governmental body (A) with respect to any of the
transactions contemplated by this Agreement or (B) with respect to any other
matter which in the judgment of the Depositor will be determined adversely to
the Depositor and will, if determined adversely to the Depositor, materially and
adversely affect it or its business, assets, operations or condition, financial
or otherwise, or adversely affect its ability to perform its obligations under
this Agreement; and

                  (f) Immediately prior to the consummation of the transactions
contemplated in this Agreement, the Depositor had good title to and was the sole
owner of each Mortgage Loan free and clear of any and all adverse claims,
charges or security interests (including liens


                                      -68-
<PAGE>

arising under the federal tax laws or the Employee Retirement Income Security
Act of 1974, as amended). SECTION 2.5 CONVEYANCE OF INTERESTS. Effective as of
the Closing Date, the Depositor does hereby transfer, assign, set over, deposit
with and otherwise convey to the Trustee, without recourse, in trust, all the
right, title and interest of the Depositor in and to (i) the REMIC I Regular
Interests in exchange for the REMIC II Interests and (ii) the REMIC II Regular
Interests in exchange for the REMIC III Certificates.

                                   ARTICLE III

                                THE CERTIFICATES

                  SECTION 3.1 THE CERTIFICATES.

                  (a) The Certificates shall be in substantially the forms set
forth in Exhibits A-1 through A-21 hereto, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Agreement or as may in the reasonable judgment of the Trustee or the
Depositor be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other
marks of identification and such legends or endorsements placed thereon as may
be required to comply with the rules of any securities exchange on which any of
the Certificates may be listed, or as may, consistently herewith, be determined
by the officers executing such Certificates, as evidenced by their execution
thereof.

                  The Definitive Certificates shall be printed, typewritten,
lithographed or engraved or produced by any combination of these methods or may
be produced in any other manner permitted by the rules of any securities
exchange on which any of the Certificates may be listed, all as determined by
the officers executing such Certificates, as evidenced by their execution
thereof.

                  (b) The Class A Certificates will be issuable in denominations
of $25,000 initial Certificate Balance and in any whole dollar denomination in
excess thereof. The Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class J, Class K, Class L, Class M and Class N Certificates will be
issuable in denominations of $100,000 initial Certificate Balance or initial
Notional Amount (as applicable) or in any whole dollar denomination in excess
thereof. The Class R-I, Class R-II and Class R-III Certificates will be issued
in minimum Percentage Interests of 10% and integral multiples of 10% in excess
thereof.

                  (c) Each Certificate shall, on original issue, be executed by
the Certificate Registrar and authenticated by the Authenticating Agent upon the
order of the Depositor. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein, executed by an authorized officer of the Authenticating Agent by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. At any time and from time to time


                                      -69-
<PAGE>

after the execution and delivery of this Agreement, the Depositor may deliver
Certificates to the Authenticating Agent for authentication and the
Authenticating Agent shall authenticate and deliver such Certificates as in this
Agreement provided and not otherwise. In the event that additional Certificates
need to be prepared at any time subsequent to the Closing Date, the Depositor
shall prepare, or cause to be prepared, deliver, or cause to be delivered, at
the Depositor's expense, any such additional Certificates. With respect to the
Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M and Class N Certificates that are issued in
book-entry form, on the Closing Date, the Authenticating Agent upon the order of
the Depositor shall authenticate Book-Entry Certificates that are issued to a
Clearing Agency or its nominee as provided in Section 3.7 against payment of the
purchase price thereof. With respect to the Class G, Class H, Class J, Class K,
Class L, Class M and Class N Certificates that are issued in definitive form, on
the Closing Date, the Authenticating Agent upon the order of the Depositor shall
authenticate Definitive Certificates that are issued to the registered holder
thereof against payment of the purchase price thereof.

                  SECTION 3.2 REGISTRATION. The Paying Agent shall be the
initial Certificate Registrar in respect of the Certificates and the Certificate
Registrar shall maintain books for the registration and for the transfer of
Certificates (the "Certificate Register"). The Certificate Registrar may resign
or be discharged or removed by the Paying Agent or the Certificateholders, and a
new successor may be appointed, in accordance with the procedures and
requirements set forth in Sections 7.6 and 7.7 hereof with respect to the
resignation, discharge or removal of the Paying Agent and the appointment of a
successor Paying Agent. The Certificate Registrar may appoint, by a written
instrument delivered to the Holders and the Trustee, any trust company to act as
co-registrar under such conditions as the Certificate Registrar may prescribe;
provided that the Certificate Registrar shall not be relieved of any of its
duties or responsibilities hereunder by reason of such appointment.

                  SECTION 3.3 TRANSFER AND EXCHANGE OF CERTIFICATES.

                  (a) A Certificate may be transferred by the Holder thereof
only upon presentation and surrender of such Certificate at the Corporate Trust
Office, duly endorsed or accompanied by a written instrument of transfer duly
executed by such Holder or such Holder's duly authorized attorney in such form
as shall be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, and subject to the
restrictions set forth in the other subsections of this Section 3.3, the
Certificate Registrar shall execute, and the Authenticating Agent shall
authenticate and deliver to the transferee, one or more new Certificates of the
same Class and evidencing, in the aggregate, the same aggregate initial
Certificate Balance, initial Notional Amount or Percentage Interest, as the case
may be, as the Certificate being transferred. No service charge shall be made to
a Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
or transfer of Certificates. The Certificate Registrar may decline to accept any
request for a registration of transfer of any Certificate during the period
beginning five calendar days prior to any Distribution Date.

                  (b) A Certificate may be exchanged by the Holder thereof for
any number of new Certificates of the same Class, in authorized denominations,
representing in the aggregate


                                      -70-
<PAGE>

the same initial Certificate Balance, initial Notional Amount or Percentage
Interest, as the case may be, as the Certificate surrendered, upon surrender of
the Certificate to be exchanged at the offices of the Certificate Registrar duly
endorsed or accompanied by a written instrument of exchange duly executed by
such Holder or such Holder's duly authorized attorney in such form as is
satisfactory to the Certificate Registrar. Certificates delivered upon any such
exchange will evidence the same obligations, and will be entitled to the same
rights and privileges, as the Certificates surrendered. No service charge shall
be made to a Certificateholder for any exchange of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Certificate Registrar shall execute and the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

                  (c) No transfer, sale, pledge or other disposition of any
Non-Registered Certificate or interest therein shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Certificate held
as a Definitive Certificate is to be made without registration under the
Securities Act (other than in connection with the initial issuance of the
Certificates or a transfer of such Non-Registered Certificate by the Depositor
or one of its Affiliates), then the Certificate Registrar shall refuse to
register such transfer unless it receives (and upon receipt, may conclusively
rely upon) either: (i) a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit D-1 hereto
and a certificate from such Certificateholder's prospective Transferee
substantially in the form attached either as Exhibit D-2A hereto or as Exhibit
D-2B hereto; or (ii) an Opinion of Counsel satisfactory to the Certificate
Registrar to the effect that such transfer shall be made without registration
under the Securities Act, together with the written certification(s) as to the
facts surrounding such transfer from the Certificateholder desiring to effect
such transfer and/or such Certificateholder's prospective Transferee on which
such Opinion of Counsel is based (such Opinion of Counsel shall not be an
expense of the Trust or of the Depositor, the Master Servicer, the Special
Servicer, the Paying Agent, the Trustee or the Certificate Registrar in their
respective capacities as such). If a transfer of any interest in a
Non-Registered Certificate that constitutes a Book-Entry Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Certificates or a transfer of any interest in
such Non-Registered Certificate by the Depositor or any of its Affiliates), then
the Certificate Owner desiring to effect such transfer shall be required to
obtain either (i) a certificate from such Certificate Owner's prospective
Transferee substantially in the form attached as Exhibit D-3A hereto or as
Exhibit D-3B hereto, or (ii) an Opinion of Counsel to the effect that such
transfer may be made without registration under the Securities Act. None of the
Depositor, the Fiscal Agent, the Paying Agent, the Trustee, the Master Servicer,
the Special Servicer or the Certificate Registrar is obligated to register or
qualify any Class of Non-Registered Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under this
Agreement to permit the transfer of any Certificate. Any Certificateholder or
Certificate Owner desiring to effect a transfer of Non-Registered Certificates
or interests therein shall, and does hereby agree to, indemnify the Depositor,
each Underwriter, the Trustee, the Fiscal Agent, the Master Servicer, the
Special Servicer, the Paying Agent and the


                                      -71-
<PAGE>

Certificate Registrar against any liability that may result if the transfer is
not exempt from such registration or qualification or is not made in accordance
with such federal and state laws.

                  (d) No transfer of a Non-Investment Grade Certificate or
Residual Certificate or any interest therein shall be made (A) to any employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, including,
without limitation, insurance company general accounts, that is subject to ERISA
or Section 4975 of the Code or any applicable federal, state or local law
("Similar Laws") materially similar to the foregoing provisions of ERISA or the
Code (each, a "Plan"), (B) in book-entry form to an Institutional Accredited
Investor who is not also a Qualified Institutional Buyer or (C) to any Person
who is directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with "plan assets" of a
Plan, unless: (i) in the case of a Non-Investment Grade Certificate that
constitutes a Book-Entry Certificate and is being sold to a Qualified
Institutional Buyer, the purchase and holding of such Certificate or interest
therein qualifies for the exemptive relief available under Sections I and III of
U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60;
or (ii) in the case of a Non-Investment Grade Certificate or Residual
Certificate held as a Definitive Certificate, the prospective Transferee
provides the Certificate Registrar with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Certificate Registrar that
such transfer will not constitute or result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code or subject
the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master
Servicer, the Special Servicer or the Certificate Registrar to any obligation in
addition to those undertaken in this Agreement. Each Person who acquires any
Non-Investment Grade Certificate or Residual Certificate or interest therein
(unless it shall have acquired such Certificate or interest therein from the
Depositor or an Affiliate thereof or unless it shall have delivered to the
Certificate Registrar the certification of facts and Opinion of Counsel referred
to in clause (ii) of the preceding sentence) shall be required to deliver to the
Certificate Registrar (or, in the case of an interest in a Non-Investment Grade
Certificate that constitutes a Book-Entry Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that: (i) it
is neither a Plan nor any Person who is directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with "plan assets" of a Plan; or (ii) that the purchase and holding of
such Certificate or interest therein by such person qualifies for the exemptive
relief available under Sections I and III of PTCE 95-60 or another exemption
from the "prohibited transactions" rules under ERISA by the U.S. Department of
Labor.

                  (e) Each Person who has or who acquires any Ownership Interest
in a Residual Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions
and to have irrevocably authorized the Paying Agent under clause (F) below to
deliver payments to a Person other than such Person and to have irrevocably
authorized the Certificate Registrar under clause (G) below to negotiate the
terms of any mandatory sale and to execute all instruments of Transfer and to do
all other things necessary in connection with any such sale. The rights of such
person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:



                                      -72-
<PAGE>

                           (A) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and a United States Tax Person and shall promptly
                  notify the Certificate Registrar of any change or impending
                  change in its status as a Permitted Transferee.

                           (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Certificate
                  Registrar shall require delivery to it, and no Transfer of any
                  Residual Certificate shall be registered until the Certificate
                  Registrar receives, an affidavit and agreement substantially
                  in the form attached hereto as Exhibit E-1 (a "Transfer
                  Affidavit and Agreement") from the proposed Transferee, in
                  form and substance satisfactory to the Certificate Registrar,
                  representing and warranting, among other things, that such
                  Transferee is a Permitted Transferee, that it is not acquiring
                  its Ownership Interest in the Residual Certificate that is the
                  subject of the proposed Transfer as a nominee, trustee or
                  agent for any Person that is not a Permitted Transferee, that
                  for so long as it retains its Ownership Interest in a Residual
                  Certificate, it will endeavor to remain a Permitted
                  Transferee, that it is a United States Person, that it has
                  historically paid its debts as they have come due and will
                  continue to do so in the future, that it understands that its
                  tax liability with respect to the Residual Certificates may
                  exceed cash flows thereon and it intends to pay such taxes as
                  they come due, that it will provide the Certificate Registrar
                  with all information necessary to determine that the
                  applicable paragraphs of Section 13 of such Transfer Affidavit
                  and Agreement are true or that Section 13 is not applicable,
                  and that it has reviewed the provisions of this Section 3.3(e)
                  and agrees to be bound by them.

                           (C) Notwithstanding the delivery of a Transfer
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if the Certificate Registrar has actual knowledge
                  that the proposed Transferee is not a Permitted Transferee or
                  is not a United States Person, no Transfer of an Ownership
                  Interest in a Residual Certificate to such proposed Transferee
                  shall be effected.

                           (D) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate shall agree (1) to require
                  a Transfer Affidavit and Agreement from any prospective
                  Transferee to whom such Person attempts to transfer its
                  Ownership Interest in such Residual Certificate and (2) not to
                  transfer its Ownership Interest in such Residual Certificate
                  unless it provides to the Certificate Registrar a certificate
                  substantially in the form attached hereto as Exhibit E-2 among
                  other things stating that (x) it has conducted a reasonable
                  investigation of the financial condition of the proposed
                  Transferee and, as a result of the investigation, the
                  Transferor determines that the proposed Transferee had
                  historically paid its debts as they came due and found no
                  significant evidence that the proposed Transferee will not
                  continue to pay its debts as they come due in the future and,
                  (y) it has no actual knowledge that such prospective
                  Transferee is not a Permitted Transferee or is not a United
                  States Person.



                                      -73-
<PAGE>

                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate that is a "pass-through
                  interest holder" within the meaning of temporary Treasury
                  Regulation Section 1.67-3T(a)(2)(i)(A) or is holding an
                  Ownership Interest in a Residual Certificate on behalf of a
                  "pass-through interest holder", by purchasing an Ownership
                  Interest in such Certificate, agrees to give the Certificate
                  Registrar written notice of its status as such immediately
                  upon holding or acquiring such Ownership Interest in a
                  Residual Certificate.

                           (F) If any purported Transferee shall become a Holder
                  of a Residual Certificate in violation of the provisions of
                  this Section 3.3(e) or if any Holder of a Residual Certificate
                  shall lose its status as a Permitted Transferee or a United
                  States Person, then the last preceding Holder of such Residual
                  Certificate that was in compliance with the provisions of this
                  Section 3.3(e) shall be restored, to the extent permitted by
                  law, to all rights and obligations as Holder thereof
                  retroactive to the date of registration of such Transfer of
                  such Residual Certificate. None of the Trustee, the Fiscal
                  Agent, the Master Servicer, the Special Servicer, the
                  Certificate Registrar or the Paying Agent shall be under any
                  liability to any Person for any registration of Transfer of a
                  Residual Certificate that is in fact not permitted by this
                  Section 3.3(e) or for making any payments due on such
                  Certificate to the Holder thereof or for taking any other
                  action with respect to such Holder under the provisions of
                  this Agreement.

                           (G) If any purported Transferee shall become a Holder
                  of a Residual Certificate in violation of the restrictions in
                  this Section 3.3(e), or if any Holder of a Residual
                  Certificate shall lose its status as a Permitted Transferee or
                  a United States Person, and to the extent that the retroactive
                  restoration of the rights and obligations of the prior Holder
                  of such Residual Certificate as described in clause (F) above
                  shall be invalid, illegal or unenforceable, then the Trustee
                  shall have the right, without notice to the Holder or any
                  prior Holder of such Residual Certificate, but not the
                  obligation, to sell or cause to be sold such Residual
                  Certificate to a purchaser selected by the Trustee on such
                  terms as the Trustee may choose. Such noncomplying Holder
                  shall promptly endorse and deliver such Residual Certificate
                  in accordance with the instructions of the Certificate
                  Registrar. Such purchaser may be the Certificate Registrar
                  itself or any Affiliate of the Certificate Registrar. The
                  proceeds of such sale, net of the commissions (which may
                  include commissions payable to the Certificate Registrar or
                  its Affiliates), expenses and taxes due, if any, will be
                  remitted by the Certificate Registrar to such noncomplying
                  Holder. The terms and conditions of any sale under this clause
                  (G) shall be determined in the sole discretion of the
                  Certificate Registrar, and the Certificate Registrar shall not
                  be liable to any Person having an Ownership Interest in a
                  Residual Certificate as a result of its exercise of such
                  discretion.

The Master Servicer, on behalf of the Paying Agent, shall make available, upon
written request from the Paying Agent, to the Internal Revenue Service and those
Persons specified by the REMIC Provisions, all information necessary to compute
any tax imposed (A) as a result of the Transfer of an Ownership Interest in a
Residual Certificate to any Person who is not a Permitted


                                      -74-
<PAGE>

Transferee, including the information described in Treasury Regulations Sections
1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the "excess inclusions" of
such Residual Certificate and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund, partnership, trust,
estate or organization described in Section 1381 of the Code that holds an
Ownership Interest in a Residual Certificate having as among its record holders
at any time any Person which is not a Permitted Transferee. The Person holding
such Ownership Interest shall be responsible for the reasonable compensation of
the Master Servicer and the Paying Agent for providing such information.

                  The provisions of this Section 3.3(e) may be modified, added
to or eliminated, provided that there shall have been delivered to the Trustee,
the Paying Agent, the Certificate Registrar, the Master Servicer, the Operating
Adviser and the Depositor the following:

                           (A) written notification from each Rating Agency to
                  the effect that the modification of, addition to or
                  elimination of such provisions will not cause such Rating
                  Agency to qualify, downgrade or withdraw its then current
                  rating of any Class of Certificates; and

                           (B) an Opinion of Counsel, in form and substance
                  satisfactory to the Trustee, the Certificate Registrar and the
                  Depositor, to the effect that such modification of, addition
                  to or elimination of such provisions will not cause any of
                  REMIC I, REMIC II or REMIC III to (x) cease to qualify as a
                  REMIC or (y) be subject to an entity-level tax caused by the
                  Transfer of any Residual Certificate to a Person which is not
                  a Permitted Transferee, or cause a Person other than the
                  prospective Transferee to be subject to a tax caused by the
                  Transfer of a Residual Certificate to a Person which is not a
                  Permitted Transferee.

                  (f) None of the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Paying Agent or the Certificate Registrar shall
have any liability to the Trust arising from a transfer of any Certificate in
reliance upon a certification, ruling or Opinion of Counsel described in this
Section 3.3; provided, however, that the Certificate Registrar shall not
register the transfer of a Residual Certificate if it has actual knowledge that
the proposed transferee does not meet the qualifications of a permitted Holder
of a Residual Certificate as set forth in Section 3.3(e); provided, further,
that the Certificate Registrar shall not register the transfer of a Noneconomic
Residual Interest if it shall have received notice that the Transferor has
determined, as a result of the investigation under Section 3.3(e)(D), that the
proposed Transferee has not paid its debts as they came due or that it will not
pay its debts as they come due in the future. The Certificate Registrar shall
have no obligation or duty to monitor, determine or inquire as to compliance
with any restriction on transfer or exchange of Certificates or any interest
therein imposed under this Article III or under applicable law other than to
require delivery of the certifications and/or opinions described in this Article
III; provided, however, that the Certificate Registrar shall not register the
transfer of a Residual Certificate if it has actual knowledge that the proposed
transferee does not meet the qualifications of a permitted Holder of a Residual
Certificate as set forth in Section 3.3(e). The Certificate Registrar shall have
no liability for transfers (including without limitation transfers made through
the book-entry facilities of the Depository or between or among Participants or
Certificate Owners) made in


                                      -75-
<PAGE>

violation of applicable restrictions, provided that the Certificate Registrar
has satisfied its duties expressly set forth in Sections 3.3(c), 3.3(d) and
3.3(e).

                  (g) All Certificates surrendered for transfer and exchange
shall be physically cancelled by the Certificate Registrar, and the Certificate
Registrar shall hold such cancelled Certificates in accordance with its standard
procedures.

                  (h) The Certificate Registrar shall provide the Master
Servicer, the Special Servicer and the Depositor, upon written request, with an
updated copy of the Certificate Register within a reasonable period of time
following receipt of such request.

                  (i) Unless and until it is exchanged in whole for the
individual Certificates represented thereby, a Global Certificate representing
all of the Certificates of a Class may not be transferred, except as a whole by
the Depository to a nominee of the Depository or by a nominee of the Depository
to the Depository or another nominee of the Depository or by the Depository or
any such nominee to a successor Clearing Agency or a nominee of such successor
Clearing Agency, and no such transfer to any such other Person may be
registered; provided that this subsection (i) shall not prohibit any transfer of
a Certificate of a Class that is issued in exchange for a Global Certificate of
the same Class pursuant to Section 3.9 below. Nothing in this subsection (i)
shall prohibit or render ineffective any transfer of a beneficial interest in a
Global Certificate effected in accordance with the other provisions of this
Section 3.3.

                  SECTION 3.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.
If (A) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (B) except in the case of a
mutilated Certificate so surrendered, there is delivered to the Certificate
Registrar such security or indemnity as may be required by it to save it
harmless, then, in the absence of notice to the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and interest in the Trust.
In connection with the issuance of any new Certificate under this Section 3.4,
the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Certificate
Registrar) connected therewith. Any replacement Certificate issued pursuant to
this Section 3.4 shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

                  SECTION 3.5 PERSONS DEEMED OWNERS. Prior to presentation of a
Certificate for registration of transfer, the Master Servicer, the Special
Servicer, the Fiscal Agent, the Trustee, the Operating Adviser, the Paying Agent
and any agent of the Master Servicer, the Special Servicer, the Fiscal Agent,
the Paying Agent, the Trustee or the Operating Adviser may treat the Person in
whose name any Certificate is registered as of the related Record Date as the
owner of such Certificate for the purpose of receiving distributions as provided
in this Agreement and for all other purposes whatsoever, and neither the Master
Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the Paying Agent,
the Operating Adviser nor any agent of


                                      -76-
<PAGE>

the Master Servicer, the Special Servicer, the Fiscal Agent, the Trustee, the
Paying Agent or the Operating Adviser shall be affected by any notice to the
contrary.

                  SECTION 3.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES.

                  If three or more Certificateholders, a Certificateholder
holding all the Certificates of any Class of Certificates, the Master Servicer,
the Special Servicer, the Paying Agent, the Trustee, the Operating Adviser or
the Depositor (A) request in writing from the Certificate Registrar a list of
the names and addresses of Certificateholders and (B) in the case of a request
by Certificateholders, state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, then the Certificate Registrar shall, within ten
Business Days after the receipt of such request, afford such Certificateholders,
the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, the
Trustee or the Operating Adviser, as applicable, access during normal business
hours to a current list of the Certificateholders. The expense of providing any
such information requested by such Person shall be borne by the party requesting
such information and shall not be borne by the Certificate Registrar or the
Trustee. Every Certificateholder, by receiving and holding a Certificate, agrees
that the Certificate Registrar and the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.

                  SECTION 3.7 BOOK-ENTRY CERTIFICATES.

                  (a) The Class A-1, Class A-2, Class X-1, Class X-2, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M and Class N Certificates, upon original issuance, each shall be issued
in the form of one or more Certificates representing the Book-Entry
Certificates, to be delivered to the Certificate Registrar, as custodian for The
Depository Trust Company (the "Depository"), the initial Clearing Agency, by, or
on behalf of, the Depositor, provided, that any Non-Investment Grade
Certificates sold to Institutional Accredited Investors who are not Qualified
Institutional Buyers will be issued as Definitive Certificates. The Certificates
shall initially be registered on the Certificate Register in the name of Cede &
Co., the nominee of the Depository, as the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate representing such
Certificate Owner's interest in the Certificates, except as provided in Section
3.9. Unless and until Definitive Certificates have been issued to the
Certificate Owners pursuant to Section 3.9:

                        (i) the provisions of this Section 3.7 shall be in full
force and effect with respect to each such Class;

                        (ii) the Depositor, the Master Servicer, the Paying
Agent, the Certificate Registrar and the Trustee may deal with the Clearing
Agency for all purposes (including the making of distributions on the
Certificates) as the authorized representative of the Certificate Owners;

                        (iii) to the extent that the provisions of this Section
3.7 conflict with any other provisions of this Agreement, the provisions of this
Section 3.7 shall control with respect to each such Class; and



                                      -77-
<PAGE>

                        (iv) the rights of the Certificate Owners of each such
Class shall be exercised only through the Clearing Agency and the applicable
Participants and shall be limited to those established by law and agreements
between such Certificate Owners and the Clearing Agency and/or the Participants.
Pursuant to the Depository Agreement, unless and until Certificates are issued
pursuant to Section 3.9, the initial Clearing Agency will make book-entry
transfers among the Participants and receive and transmit distributions of
principal and interest on the related Certificates to such Participants.

                  (b) For purposes of any provision of this Agreement requiring
or permitting actions with the consent of, or at the direction of, Holders of
the Certificates evidencing a specified percentage of the aggregate unpaid
principal amount of Certificates, such direction or consent may be given by the
Clearing Agency at the direction of Certificate Owners owning Certificates
evidencing the requisite percentage of principal amount of Certificates. The
Clearing Agency may take conflicting actions with respect to the Certificates to
the extent that such actions are taken on behalf of the Certificate Owners.

                  (c) The Certificates of each Class (other than the Residual
Certificates) initially sold in reliance on Rule 144A or with respect to the
Class A-1, Class A-2, Class B, Class C, Class D, Class E and Class F
Certificates sold to Institutional Accredited Investors shall be represented by
the Rule 144A-IAI Global Certificate for such Class, which shall be deposited
with the Certificate Registrar, as custodian for the Depository and registered
in the name of Cede & Co. as nominee of the Depository. The Class G, Class H,
Class J, Class K, Class L, Class M and Class N Certificates initially sold to
Institutional Accredited Investors shall represented by IAI Definitive
Certificates for such Class. The Certificates evidenced by any Rule 144A-IAI
Global Certificate or IAI Definitive Certificate shall be subject to certain
restrictions on transfer as set forth in Section 3.3 hereof and shall bear
legend(s) regarding such restrictions described herein.


                  (d) The Certificates of each Class (other than the Residual
Certificates) initially sold in offshore transactions in reliance on Regulation
S shall be represented by the Regulation S Temporary Global Certificate for such
Class, which shall be deposited with the Certificate Registrar, as custodian for
the Depository and registered in the name of Cede & Co. as nominee of the
Depository. Not earlier than the Release Date, beneficial interests in any
Regulation S Temporary Global Certificate shall be exchangeable for beneficial
interests in the Regulation S Permanent Global Certificate for such Class.
Beneficial interests in any Regulation S Temporary Global Certificate may be
held only through Euroclear or Clearstream; provided, however, that such
interests may be exchanged for interests in the Rule 144A-IAI Global Certificate
for such Class in accordance with the certification requirements described in
Section 3.7(f). The Regulation S Permanent Global Certificates shall be
deposited with the Certificate Registrar, as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.

                  On or prior to the Release Date and on or prior to any
Distribution Date occurring prior to the Release Date, each Certificate Owner of
a Regulation S Temporary Global Certificate that holds a beneficial interest
therein on the Release Date or on any such Distribution Date, as the case may
be, must deliver to Euroclear or Clearstream (as applicable) a Regulation S
Certificate; provided, however, that any Certificate Owner that holds a
beneficial interest in a


                                      -78-
<PAGE>

Regulation S Temporary Global Certificate on the Release Date or on any such
Distribution Date that has previously delivered a Regulation S Certificate to
Euroclear or Clearstream with respect to its interest therein does not need to
deliver any subsequent Regulation S Certificate (unless the certificate
previously delivered is no longer true as of such subsequent date, and such
Certificate Owner must promptly notify Euroclear or Clearstream, as applicable,
thereof). Euroclear or Clearstream, as applicable, shall be required to promptly
deliver to the Certificate Registrar a certificate substantially in the form of
Exhibit I hereto to the effect that it has received the requisite Regulation S
Certificates for each such Class, and no Certificate Owner (or transferee from
any such Certificate Owner) shall be entitled to receive an interest in the
Regulation S Permanent Global Certificate for such Class or any payment or
principal or interest with respect to its interest in such Regulation S
Temporary Global Certificate prior to the Certificate Registrar receiving such
certification from Euroclear or Clearstream with respect to the portion of the
Regulation S Temporary Global Certificate owned by such Certificate Owner (and,
with respect to an interest in the applicable Regulation S Permanent Global
Certificate, prior to the Release Date). After the Release Date, distributions
due with respect to any beneficial interest in a Regulation S Temporary Global
Certificate shall not be made to the holders of such beneficial interests unless
exchange for a beneficial interest in the related Regulation S Permanent Global
Certificate is improperly withheld or refused. No interest in a Regulation S
Global Certificate may be held by or transferred to a U.S. Person (as defined in
Regulation S) except for exchanges for a beneficial interest in the Rule
144A-IAI Global Certificate for such Class as described in Section 3.7(f).

                  (e) Except in the limited circumstances described below in
Section 3.9, owners of beneficial interests in Global Certificates shall not be
entitled to receive physical delivery of Definitive Certificates. The
Certificates are not issuable in bearer form. Upon the issuance of each Global
Certificate, the Depository or its custodian shall credit, on its internal
system, the respective principal amount of the individual beneficial interests
represented by such Global Certificate to the accounts of Persons who have
accounts with such Depository. Such accounts initially shall be designated by or
on behalf of the Underwriters and Placement Agents. Ownership of beneficial
interests in a Global Certificate shall be limited to Customers or Persons who
hold interests directly or indirectly through Customers. Ownership of beneficial
interests in the Global Certificates shall be shown on, and the transfer of that
ownership shall be effected only through, records maintained by the Depository
or its nominee (with respect to interests of Customers) and the records of
Customers (with respect to interests of Persons other than Customers).

                  So long as the Depository, or its nominee, is the registered
holder of a Global Certificate, the Depository or such nominee, as the case may
be, shall be considered the sole owner and holder of the Certificates
represented by such Global Certificate for all purposes under this Agreement and
the Certificates, including, without limitation, obtaining consents and waivers
thereunder, and the Trustee, the Paying Agent and the Certificate Registrar
shall not be affected by any notice to the contrary. Except under the
circumstance described in Section 3.9, owners of beneficial interests in a
Global Certificate will not be entitled to have any portions of such Global
Certificate registered in their names, will not receive or be entitled to
receive physical delivery of Definitive Certificates in certificated form and
shall not be considered the owners or holders of the Global Certificate (or any
Certificates represented thereby) under this Agreement or the Certificates. In
addition, no Certificate Owner of an interest in a Global


                                      -79-
<PAGE>

Certificate shall be able to transfer that interest except in accordance with
the Depository's applicable procedures (in addition to those under this
Agreement and, if applicable, those of Euroclear and Clearstream).

                  (f) Any holder of an interest in a Regulation S Global
Certificate shall have the right, upon prior written notice to the Certificate
Registrar, Euroclear or Clearstream, as applicable, and the Depository, in the
form of an Exchange Certification (substantially in the form of Exhibit H
attached hereto), to exchange all or a portion of such interest (in authorized
denominations as set forth in Section 3.1(b)) for an equivalent interest in the
Rule 144A-IAI Global Certificate for such Class in connection with a transfer of
its interest therein to a transferee that is eligible to hold an interest in
such Rule 144A-IAI Global Certificate as described herein; provided, however,
that no Exchange Certification shall be required if any such exchange occurs
after the Release Date. Any holder of an interest in the Rule 144A-IAI Global
Certificate shall have the right, upon prior written notice to the Certificate
Registrar, the Depository and Euroclear or Clearstream, as applicable, in the
form of an Exchange Certification, to exchange all or a portion of such interest
(in authorized denominations as set forth in Section 3.1(b)) for an equivalent
interest in the Regulation S Global Certificate for such Class in connection
with a transfer of its interest therein to a transferee that is eligible to hold
an interest in such Regulation S Global Certificate as described herein;
provided, however, that if such exchange occurs prior to the Release Date, the
transferee shall acquire an interest in a Regulation S Temporary Global
Certificate only and shall be subject to all of the restrictions associated
therewith described in Section 3.7(d). Following receipt of any Exchange
Certification or request for transfer, as applicable, by the Certificate
Registrar: (i) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates being exchanged
to reduce the stated principal amount of such Global Certificate by the
denominations of the Certificate or Certificates for which such exchange is to
be made, and (ii) the Certificate Registrar shall endorse the schedule to any
Global Certificate representing the Certificate or Certificates for which such
exchange is to be made to increase the stated principal amount of such Global
Certificate by the denominations of the Certificate or Certificates being
exchanged therefor. The form of the Exchange Certification shall be available
from the Certificate Registrar.

                  SECTION 3.8 NOTICES TO CLEARING AGENCY. Whenever notice or
other communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the related
Certificateholders pursuant to Section 3.9, the Paying Agent shall give all such
notices and communications specified herein to be given to Holders of the
Book-Entry Certificates to the Clearing Agency which shall give such notices and
communications to the related Participants in accordance with its applicable
rules, regulations and procedures.

                  SECTION 3.9 DEFINITIVE CERTIFICATES.

                  (a) Definitive Certificates will be issued to the owners of
beneficial interests in a Global Certificate or their nominees if (i) the
Clearing Agency notifies the Depositor and the Certificate Registrar in writing
that the Clearing Agency is unwilling or unable to continue as depositary for
such Global Certificate and a qualifying successor depositary is not appointed
by the Depositor within 90 days thereof, (ii) the Trustee has instituted or
caused to be instituted or


                                      -80-
<PAGE>

has been directed to institute any judicial proceeding in a court to enforce the
rights of the Certificateholders under this Agreement and under such Global
Certificate and the Trustee has been advised by counsel that in connection with
such proceeding it is necessary or advisable for the Trustee or its custodian to
obtain possession of such Global Certificate, or (iii) after the occurrence of
an Event of Default, Certificate Owners representing a majority in aggregate
outstanding Certificate Balance of such Global Certificate advise the Clearing
Agency through the Participants in writing (and the Clearing Agency so advises
the Depositor, the Certificate Registrar and the Master Servicer in writing)
that the continuation in global form of the Certificates being evidenced by such
Global Certificate is no longer in their best interests; provided, that under no
circumstances will Definitive Certificates be issued to Certificate Owners of
the Regulation S Temporary Global Certificate. Upon notice of the occurrence of
any of the events described in the preceding sentence, the Certificate Registrar
shall notify the Clearing Agency and request the Clearing Agency to notify all
Certificate Owners, through the applicable Participants, of the occurrence of
the event and of the availability of Definitive Certificates to such Certificate
Owners requesting the same. Upon surrender to the Certificate Registrar of the
Global Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Certificate
Registrar shall execute, and the Authenticating Agent shall authenticate and
deliver, the Definitive Certificates. None of the Depositor, the Trustee, the
Paying Agent, the Certificate Registrar or the Fiscal Agent shall be liable for
any delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates, all references herein to obligations imposed upon or to
be performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Certificate Registrar, to the extent applicable with respect to
such Definitive Certificates, and the Certificate Registrar and the Trustee and
the Paying Agent shall recognize the Holders of Definitive Certificates as
Certificateholders hereunder.

                  (b) Distributions of principal and interest on the Definitive
Certificates shall be made by the Paying Agent directly to holders of Definitive
Certificates in accordance with the procedures set forth in this Agreement.


                                   ARTICLE IV

                                    ADVANCES

                  P&I Advances and Servicing Advances shall be made as provided
herein by the Master Servicer and, if the Master Servicer does not make such
Advances, by the Trustee, and if the Trustee does not make such Advances, by the
Fiscal Agent except to the extent that the Master Servicer, the Trustee or the
Fiscal Agent, as applicable, determines in accordance with Section 4.4 below,
that any such Advance would be a Nonrecoverable Advance.

                  SECTION 4.1 P&I ADVANCES BY MASTER SERVICER.

                  (a) On or prior to the Advance Report Date, the Master
Servicer shall notify the Trustee and the Paying Agent if the P&I Advance Amount
for such Distribution Date is greater than zero, and the Master Servicer shall
make a P&I Advance in respect of each Mortgage Loan of such amount no later than
the Master Servicer Remittance Date. It is


                                      -81-
<PAGE>

understood that the obligation of the Master Servicer to make such P&I Advances
is mandatory and shall apply through any court appointed stay period or similar
payment delay resulting from any insolvency of the Mortgagor or related
bankruptcy, notwithstanding any other provision of this Agreement.
Notwithstanding the foregoing, the Master Servicer shall not be required to make
such P&I Advance, if the Master Servicer determines, in accordance with Section
4.4 below, that any such P&I Advance would be a Nonrecoverable Advance. Such
determination shall be conclusive and binding on the Trustee, the Fiscal Agent
and the Certificateholders. The Master Servicer, the Trustee and the Fiscal
Agent shall not make P&I Advances with respect to the B Notes under this
Agreement. The Special Servicer shall not make P&I Advances under this
Agreement. If the Master Servicer fails to make a P&I Advance, it shall promptly
notify the Trustee and the Paying Agent of such failure.

                  (b) If the Master Servicer determines that there is a P&I
Advance Amount for a Distribution Date, the Master Servicer shall on the Master
Servicer Remittance Date either (A) deposit in the Certificate Account an amount
equal to the P&I Advance Amount or (B) utilize funds in the Certificate Account
being held for future distributions or withdrawals to make such Advance. Any
funds being held in the Certificate Account for future distribution or
withdrawal and so used shall be replaced by the Master Servicer from its own
funds by deposit in the Certificate Account on or before any future Master
Servicer Remittance Date to the extent that funds in the Certificate Account on
such Master Servicer Remittance Date shall be less than payments to the Paying
Agent or other Persons required to be made on such date.

                  SECTION 4.2 SERVICING ADVANCES. The Master Servicer and, if
the Master Servicer does not, the Trustee to the extent the Trustee receives
written notice from the Paying Agent that such Advance has not been made by the
Master Servicer, and if the Trustee does not, the Fiscal Agent (if the Fiscal
Agent has knowledge that such Advance is required to be made), shall make
Servicing Advances to the extent provided in this Agreement, except to the
extent that the Master Servicer, the Trustee or the Fiscal Agent, as applicable,
determines in accordance with Section 4.4 below, that any such Advance would be
a Nonrecoverable Advance. Such determination by the Master Servicer shall be
conclusive and binding on the Trustee, the Fiscal Agent and the
Certificateholders. The Special Servicer shall not be required to make Servicing
Advances under this Agreement. Promptly after discovering that the Master
Servicer has failed to make a Servicing Advance that the Master Servicer is
required to make hereunder, the Paying Agent shall promptly notify the Trustee
in writing of the failure by the Master Servicer to make such Servicing Advance.

                  SECTION 4.3 ADVANCES BY THE TRUSTEE AND THE FISCAL AGENT.

                  (a) To the extent that the Master Servicer fails to make a P&I
Advance by the Master Servicer Remittance Date (other than a P&I Advance that
the Master Servicer determines is a Nonrecoverable Advance), the Trustee shall
make such P&I Advance to the extent the Trustee receives written notice from the
Paying Agent not later than 10:00 a.m. (New York City time) on the Distribution
Date that such Advance has not been made by the Master Servicer on the Master
Servicer Remittance Date unless the Trustee determines that such P&I Advance, if
made, would be a Nonrecoverable Advance. To the extent that the Trustee fails to
make a P&I Advance required to be made by the Trustee hereunder on the
Distribution Date (other than a P&I Advance that the Master Servicer or the
Trustee determines is a Nonrecoverable Advance),


                                      -82-
<PAGE>

the Fiscal Agent will advance such P&I Advance unless the Fiscal Agent
determines that any such P&I Advance, if made, would be a Nonrecoverable
Advance. To the extent that the Fiscal Agent is required hereunder to make P&I
Advances, it shall deposit the amount thereof in the Distribution Account by
1:00 p.m. (New York City time) on each such Distribution Date. The Paying Agent
shall notify the Trustee in writing as soon as practicable, but not later than
10:00 a.m. (New York City time) on the Distribution Date if the Master Servicer
has failed to make a P&I Advance.

                  (b) To the extent that the Master Servicer fails to make a
Servicing Advance by the date such Servicing Advance is required to be made
(other than a Servicing Advance that the Master Servicer determines is a
Nonrecoverable Advance), and a Responsible Officer of the Trustee receives
notice thereof, the Trustee shall make such Servicing Advance promptly, but in
any event, not later than five Business Days after notice thereof in accordance
with Section 4.2, unless the Trustee determines that such Servicing Advance, if
made, would be a Nonrecoverable Advance.

                  (c) To the extent that the Trustee fails to make a Servicing
Advance required to be made by the Trustee hereunder by the later of (i) the
date such Servicing Advance is required to be made and (ii) five Business Days
after the date the Trustee has received notice pursuant to subsection (b) above,
that such Servicing Advance has not been made by the Master Servicer (other than
a Servicing Advance that the Master Servicer or the Trustee has determined to be
a Nonrecoverable Advance), the Fiscal Agent will advance such Servicing Advance,
unless the Fiscal Agent determines that such Servicing Advance, if made, would
be a Nonrecoverable Advance.

                  The initial Trustee's failure to make any Advance required to
be made by it hereunder shall not constitute a default by the initial Trustee
hereunder if the initial Fiscal Agent makes such Advance at or before the time
when the Trustee was required to make such Advance.

                  SECTION 4.4 EVIDENCE OF NONRECOVERABILITY.

                  If the Master Servicer determines at any time, in its sole
discretion, exercised in good faith, that any Advance previously made or
proposed Advance, if made, would constitute a Nonrecoverable Advance, such
determination shall be evidenced by an Officer's Certificate delivered to the
Trustee, the Paying Agent, the Special Servicer, the Operating Adviser and the
Rating Agencies by the Business Day prior to the Distribution Date. Such
Officer's Certificate shall set forth the reasons for such determination of
nonrecoverability, together with, to the extent such information, report or
document is in the Master Servicer's possession, any related financial
information such as related income and expense statements, rent rolls, occupancy
status, property inspections and any Appraisals performed within the last 12
months on the Mortgaged Property, and, if such reports are used by the Master
Servicer to determine that any P&I Advance or Servicing Advance, as applicable,
would be a Nonrecoverable Advance, any engineers' reports, environmental
surveys, internal final valuations or other information relevant thereto which
support such determination. If the Trustee or the Fiscal Agent, as applicable,
determines at any time that any portion of an Advance previously made or a
portion of a proposed Advance that the Trustee or the Fiscal Agent, as
applicable, is required to make pursuant to this Agreement, if made, would
constitute a Nonrecoverable Advance, such


                                      -83-
<PAGE>

determination shall be evidenced by an Officer's Certificate of a Responsible
Officer of the Trustee or the Fiscal Agent, as applicable, delivered to the
Depositor, the Master Servicer, the Special Servicer, the Paying Agent and the
Operating Adviser similar to the Officer's Certificate of the Master Servicer
described in the prior sentence. The Trustee and the Fiscal Agent shall not be
required to make an Advance that the Master Servicer has previously determined
to be a Nonrecoverable Advance. Notwithstanding any other provision of this
Agreement, none of the Master Servicer, the Trustee or the Fiscal Agent shall be
obligated to, nor shall it, make any Advance or make any payment that is
designated in this Agreement to be an Advance, if it determines in its good
faith judgment that such Advance or such payment (including interest accrued
thereon at the Advance Rate) would be a Nonrecoverable Advance. The Master
Servicer's determination in accordance with the above provisions shall be
conclusive and binding on the Trustee, the Fiscal Agent, the Paying Agent and
the Certificateholders.

                  SECTION 4.5 INTEREST ON ADVANCES; CALCULATION OF OUTSTANDING
ADVANCES WITH RESPECT TO A MORTGAGE LOAN. Any unreimbursed Advance funded from
the Master Servicer's, the Trustee's or the Fiscal Agent's own funds shall
accrue interest on a daily basis, at a per annum rate equal to the Advance Rate,
from and including the date such Advance was made to but not including the date
on which such Advance has been reimbursed; provided, however, that neither the
Master Servicer nor any other party shall be entitled to interest accrued on the
amount of any P&I Advance with respect to any Mortgage Loan for the period
commencing on the date of such P&I Advance and ending on the day on which the
grace period applicable to the related Mortgagor's obligation to make the
related Scheduled Payment expires pursuant to the related Mortgage Loan
documents. For purposes of determining whether a P&I Advance is outstanding,
amounts collected with respect to a particular Mortgage Loan or REO Property and
treated as collections of principal or interest shall be applied first to
reimburse the earliest P&I Advance and then each succeeding P&I Advance to the
extent not inconsistent with Section 4.6. The Master Servicer shall use efforts
consistent with the Servicing Standard to collect (but shall have no further
obligation to collect), with respect to the Mortgage Loans that are not
Specially Serviced Mortgage Loans, Late Fees and default interest from the
Mortgagor in an amount sufficient to pay Advance Interest. The Master Servicer
shall be entitled to retain Late Fees and default interest paid by any Mortgagor
during a Collection Period with respect to any Mortgage Loan (other than a
Specially Serviced Mortgage Loan, as to which the Special Servicer shall retain
Late Fees and default interest with respect to such Specially Serviced Mortgage
Loan, subject to the offsets set forth below) as additional servicing
compensation only to the extent such Late Fees and default interest exceed
Advance Interest on a "pool basis" for all Mortgage Loans other than Specially
Serviced Mortgaged Loans. The Special Servicer, with respect to any Specially
Serviced Mortgage Loan, shall (i) pay from any Late Fees and default interest
collected from such Specially Serviced Mortgage Loan (a) any outstanding and
unpaid Advance Interest to the Master Servicer, the Trustee or the Fiscal Agent,
as applicable and (b) to the Trust, any losses previously incurred by the Trust
with respect to such Specially Serviced Mortgage Loan and (ii) retain any
remaining portion of such Late Fees and default interest as additional Special
Servicer Compensation.

                  SECTION 4.6 REIMBURSEMENT OF ADVANCES AND ADVANCE INTEREST.

                                      -84-
<PAGE>

                  (a) Advances made with respect to each Mortgage Loan or B Note
or Specially Serviced Mortgage Loan or REO Property (including Advances later
determined to be Nonrecoverable Advances) and Advance Interest thereon shall be
reimbursed to the extent of the amounts identified to be applied therefor in
Section 5.2. The aggregate of the amounts available to repay Advances and
Advance Interest thereon pursuant to Section 5.2 collected in any Collection
Period with respect to Mortgage Loans or B Notes or Specially Serviced Mortgage
Loans or REO Property shall be an "Available Advance Reimbursement Amount."

                  (b) To the extent that Advances have been made on Mortgage
Loans, B Notes, Specially Serviced Mortgage Loans or REO Mortgage Loans, the
Available Advance Reimbursement Amount with respect to any Determination Date
shall be applied to reimburse (i) the Fiscal Agent for any Advances outstanding
to the Fiscal Agent with respect to any of such Mortgage Loans or B Notes or
Specially Serviced Mortgage Loans or REO Mortgage Loans, plus any Advance
Interest owed to the Fiscal Agent with respect to such Advances and then (ii)
the Trustee for any Advances outstanding to the Trustee with respect to any of
such Mortgage Loans or B Notes or Specially Serviced Mortgage Loans or REO
Mortgage Loans, plus any Advance Interest owed to the Trustee with respect to
such Advances and then (iii) the Master Servicer for any Advances outstanding to
the Master Servicer with respect to any of such Mortgage Loans or B Notes, plus
any Advance Interest owed to the Master Servicer with respect to such Advances.
To the extent that any Advance Interest payable to the Master Servicer, the
Trustee or the Fiscal Agent with respect to a Specially Serviced Mortgage Loan
or REO Mortgage Loan cannot be recovered from the related Mortgagor, the amount
of such Advance Interest shall be payable to the Fiscal Agent, the Trustee or
the Master Servicer, as the case may be, from amounts on deposit in the
Certificate Account (or sub-account thereof) or the Distribution Account
pursuant to Section 5.2(a) or Section 5.3(b)(ii). The Master Servicer's, the
Fiscal Agent's and the Trustee's right of reimbursement under this Agreement for
Advances shall be prior to the rights of the Certificateholders to receive any
amounts recovered with respect to such Mortgage Loans or REO Mortgage Loans.

                  (c) Advance Interest will be paid to the Fiscal Agent, the
Trustee and/or the Master Servicer (in accordance with the priorities specified
in the preceding paragraph) first, from Late Fees and default interest collected
during the Collection Period during which the related Advance is reimbursed, and
then from Excess Liquidation Proceeds then available prior to payment from any
other amounts. Late Fees and default interest will be applied on a "pool basis"
for non-Specially Serviced Mortgage Loans and on a "loan-by-loan basis" (under
which Late Fees and default interest will be offset against the Advance Interest
arising only from that particular Specially Serviced Mortgage Loan) for
Specially Serviced Mortgage Loans, as the case may be, to the payment of Advance
Interest on all Advances on such non-Specially Serviced Mortgage Loans or such
Specially Serviced Mortgage Loans, as the case may be, then being reimbursed.

                  (d) Amounts applied to reimburse Advances shall first be
applied to reduce Advance Interest thereon that was not paid from amounts
specified in the preceding paragraph (c) and then to reduce the outstanding
amount of such Advances.

                  (e) To the extent that the Special Servicer incurs
out-of-pocket expenses, in accordance with the Servicing Standard, in connection
with servicing Specially Serviced


                                      -85-
<PAGE>

Mortgage Loans, the Master Servicer shall reimburse the Special Servicer for
such expenditures within 30 days after receiving an invoice and a report from
the Special Servicer, subject to Section 4.4. With respect to each Collection
Period, the Special Servicer shall deliver such invoice and report to the Master
Servicer by the following Determination Date. All such amounts reimbursed by the
Master Servicer shall be a Servicing Advance. In the event that the Master
Servicer fails to reimburse the Special Servicer hereunder or the Master
Servicer determines that such Servicing Advance was or, if made, would be a
Nonrecoverable Advance and the Master Servicer does not make such payment, the
Special Servicer shall notify the Master Servicer and the Paying Agent in
writing of such nonpayment and the amount payable to the Special Servicer and
shall be entitled to receive reimbursement from the Trust as an Additional Trust
Expense. The Master Servicer, the Paying Agent and the Trustee shall have no
obligation to verify the amount payable to the Special Servicer pursuant to this
Section 4.6(e) and circumstances surrounding the notice delivered by the Special
Servicer pursuant to this Section 4.6(e).

                  SECTION 4.7 FISCAL AGENT TERMINATION EVENT. "Fiscal Agent
Termination Event," wherever used herein, means any one of the following events:

                        (i) Any failure by the Fiscal Agent to remit to the
Paying Agent when due any required Advances; or

                        (ii) A decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Fiscal Agent and such decree or order shall have remained in force undischarged
or unstayed for a period of 60 days; or

                        (iii) The Fiscal Agent shall consent to the appointment
of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings or relating to the Fiscal Agent or relating
to all or substantially all of its property; or

                        (iv) The Fiscal Agent shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of its creditors, voluntarily suspend payment
of its obligations, or take any corporate action in furtherance of the
foregoing; or

                        (v) Fitch shall indicate its intent to reduce, qualify
or withdraw, as applicable, the outstanding rating of any Class of Certificates
because the prospective financial condition or capacity to make Advances of the
Fiscal Agent is insufficient to maintain such rating; or

                        (vi) The long-term unsecured debt of the Fiscal Agent is
rated below AA- by Fitch or AA- by S&P; or


                                      -86-
<PAGE>

                        (vii) With respect to the initial Fiscal Agent, LaSalle
Bank National Association resigns or is removed pursuant to Section 7.6 hereof.

                  SECTION 4.8 PROCEDURE UPON TERMINATION EVENT.

                  (a) On the date specified in a written notice of termination
given to the Fiscal Agent pursuant to Section 7.6(c), all authority, power and
rights of the Fiscal Agent under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall terminate and a successor Fiscal Agent, if
necessary, shall be appointed by the Trustee, with the consent of the Depositor;
provided that the successor Fiscal Agent meets the eligibility requirements set
forth in Section 7.5. The Fiscal Agent agrees to cooperate with the Trustee in
effecting the termination of the Fiscal Agent's responsibilities and rights
hereunder as Fiscal Agent.

                  (b) Notwithstanding the termination of its activities as
Fiscal Agent, the terminated Fiscal Agent shall continue to be entitled to
reimbursement to the extent provided in Section 4.6 but only to the extent such
reimbursement relates to the period up to and including the date on which the
Fiscal Agent's termination is effective. The Fiscal Agent shall be reimbursed
for all amounts owed to it hereunder on or prior to the effective date of its
termination from amounts on deposit in the Certificate Account.

                  SECTION 4.9 MERGER OR CONSOLIDATION OF FISCAL AGENT. Any
Person into which the Fiscal Agent may be merged or consolidated, or any Person
resulting from any merger, conversion, other change in form or consolidation to
which the Fiscal Agent shall be a party, or any Person succeeding to the
business of the Fiscal Agent, shall be the successor of the Fiscal Agent
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided that (i) the successor to the Fiscal Agent or
resulting Person shall have a net worth of not less than $100,000,000, (ii) such
successor or resulting Person shall be satisfactory to the Trustee, (iii) such
successor or resulting Person shall execute and deliver to the Trustee an
agreement, in form and substance satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Fiscal Agent
under this Agreement from and after the date of such agreement, (iv) the
successor or surviving entity meets the eligibility requirements set forth in
Section 7.5, and (v) the Fiscal Agent shall deliver to the Trustee an Officer's
Certificate and an Opinion of Counsel acceptable to the Trustee (which opinion
shall be at the expense of the Fiscal Agent) stating that all conditions
precedent to such action under this Section 4.9 have been completed and such
action is permitted by and complies with the terms of this Section 4.9.

                  SECTION 4.10 LIMITATION ON LIABILITY OF THE FISCAL AGENT AND
OTHERS. Neither the Fiscal Agent nor any of the directors, officers, employees,
agents or Controlling Persons of the Fiscal Agent shall be under any liability
to the Certificateholders, the Depositor or the Trustee for any action taken or
for refraining from the taking of any action in good faith, and using reasonable
business judgment pursuant to this Agreement, or for errors in judgment;
provided that this provision shall not protect the Fiscal Agent or any such
Person against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in its performance of duties under
this Agreement. The Fiscal Agent and any director, officer, employee or agent of
the Fiscal Agent may rely in good faith on any document


                                      -87-
<PAGE>

of any kind prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Fiscal Agent shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its obligations under this Agreement. In such event, all legal
expenses and costs of such action shall be expenses and costs of the Trust, and
the Fiscal Agent shall be entitled to be reimbursed therefor as Servicing
Advances as provided by this Agreement. The provisions of this Section 4.10
shall survive the resignation or removal of the Fiscal Agent and the termination
of this Agreement.

                  SECTION 4.11 INDEMNIFICATION OF FISCAL AGENT. The Fiscal Agent
and each of its directors, officers, employees, agents and Controlling Persons
shall be indemnified by the Trust and held harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with
any legal action relating to this Agreement other than any loss, liability or
expense incurred by reason of the Fiscal Agent's willful misfeasance, bad faith
or negligence in the performance of duties hereunder. The Depositor shall
indemnify and hold harmless the Fiscal Agent, its directors, officers,
employees, agents and Controlling Persons from and against any loss, claim,
damage or liability, joint or several, and any action in respect thereof, to
which the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person may become subject under the 1933 Act, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Private Placement Memorandum, Preliminary Prospectus Supplement, Final
Prospectus Supplement or Prospectus or arises out of, or is based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made, not misleading and shall reimburse the
Fiscal Agent, its directors, officers, employees, agents or Controlling Person
for any legal and other expenses reasonably incurred by the Fiscal Agent or any
such director, officer, employee, agent or Controlling Person in investigating
or defending or preparing to defend against any such loss, claim, damage,
liability or action. The Fiscal Agent shall immediately notify the Depositor,
the Sellers, the Paying Agent, the Special Servicer, the Master Servicer and the
Trustee if a claim is made by a third party with respect to this Section 4.11
entitling the Fiscal Agent, its directors, officers, employees, agents or
Controlling Person to indemnification hereunder, whereupon the Depositor shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Fiscal Agent) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree
which may be entered against it or them in respect of such claim. Any failure to
so notify the Depositor shall not affect any rights the Fiscal Agent, its
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 4.11, unless the Depositor's defense of such
claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Fiscal Agent.



                                      -88-
<PAGE>

                                    ARTICLE V

                           ADMINISTRATION OF THE TRUST

                  SECTION 5.1 COLLECTIONS.

                  (a) On or prior to the Closing Date, the Master Servicer shall
open, or cause to be opened, and shall thereafter maintain, or cause to be
maintained, a separate account or accounts, which accounts must be Eligible
Accounts, in the name of "Wells Fargo Bank, National Association, as Master
Servicer for LaSalle Bank National Association, as Trustee for the Holders of
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2" (the "Certificate Account"). On or
prior to the Closing Date, the Master Servicer shall open, or cause to be
opened, and shall maintain, or cause to be maintained an additional separate
account or accounts in the name of "Wells Fargo Bank, National Association, as
Master Servicer for LaSalle Bank National Association, as Trustee for the
Holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2" (the "Interest Reserve Account").

                  (b) On or prior to the date the Master Servicer shall first
deposit funds in a Certificate Account or the Interest Reserve Account, as the
case may be, the Master Servicer shall give to the Paying Agent and the Trustee
prior written notice of the name and address of the depository institution(s) at
which such accounts are maintained and the account number of such accounts. The
Master Servicer shall take such actions as are necessary to cause the depository
institution holding the Certificate Account and the Interest Reserve Account to
hold such account in the name of the Master Servicer as provided in Section
5.1(a), subject to the Master Servicer's (or its Sub-Servicer's) right to direct
payments and investments and its rights of withdrawal under this Agreement.

                  (c) The Master Servicer shall deposit, or cause to be
deposited, into the Certificate Account on the Business Day following receipt
(or, in the case of an inadvertent failure to make such deposit on the Business
Day following receipt, within 3 Business Days of discovery of such failure and
in the case of unscheduled remittances of principal or interest, on the Business
Day following identification of the proper application of such amounts), the
following amounts received by it (including amounts remitted to the Master
Servicer by the Special Servicer from an REO Account pursuant to Section 9.14),
other than in respect of interest and principal on the Mortgage Loans or B Notes
due on or before the Cut-Off Date which shall be remitted to the Depositor
(provided that the Master Servicer (I) may retain amounts otherwise payable to
the Master Servicer as provided in Section 5.2(a) rather than deposit them into
the Certificate Account, (II) shall, rather than deposit them in the Certificate
Account, directly remit to the Primary Servicers the applicable Primary
Servicing Fees payable as provided in Section 5.2(a)(iv)(unless already retained
by the applicable Primary Servicer), and (III) shall, rather than deposit them
in the Certificate Account, directly remit the Excess Servicing Fees to the
holders thereof as provided in Section 5.2(a)(iv))(unless already retained by
the applicable holder of the excess servicing rights)):



                                      -89-
<PAGE>

                           (A) Principal: all payments on account of principal,
                  including Principal Prepayments, the principal component of
                  Scheduled Payments, and any Late Collections in respect
                  thereof, on the Mortgage Loans and the B Notes;

                           (B) Interest: subject to subsection (d) hereof, all
                  payments on account of interest (minus any portion of any such
                  payment that is allocable to the period prior to the Cut-Off
                  Date which shall be remitted to the Depositor and excluding
                  Interest Reserve Amounts to be deposited in the Interest
                  Reserve Account pursuant to Section 5.1(d) below);

                           (C) Liquidation Proceeds: all Liquidation Proceeds
                  with respect to the Mortgage Loans and the B Notes;

                           (D) Insurance Proceeds: all Insurance Proceeds other
                  than proceeds to be applied to the restoration or repair of
                  the property subject to the related Mortgage or released to
                  the related Mortgagor in accordance with the Servicing
                  Standard, which proceeds shall be deposited by the Master
                  Servicer into an Escrow Account and not deposited in the
                  Certificate Account;

                           (E) Condemnation Proceeds: all Condemnation Proceeds
                  other than proceeds to be applied to the restoration or repair
                  of the property subject to the related Mortgage or released to
                  the related Mortgagor in accordance with the Servicing
                  Standard, which proceeds shall be deposited by the Master
                  Servicer into an Escrow Account and not deposited in the
                  Certificate Account;

                           (F) REO Income: all REO Income received from the
                  Special Servicer;

                           (G) Investment Losses: any amounts required to be
                  deposited by the Master Servicer pursuant to Section 5.1(e) in
                  connection with losses realized on Eligible Investments with
                  respect to funds held in the Certificate Account and amounts
                  required to be deposited by the Special Servicer pursuant to
                  Section 9.14(b) in connection with losses realized on Eligible
                  Investments with respect to funds held in the REO Account;

                           (H) Advances: all P&I Advances unless made directly
                  to the Distribution Account; and

                           (I) Other: all other amounts, including Prepayment
                  Premiums, required to deposited in the Certificate Account
                  pursuant to this Agreement, including Purchase Proceeds of any
                  Mortgage Loans repurchased by a Seller or substitution
                  shortfall amounts (as described in the fifth paragraph of
                  Section 2.3(a)) paid by a Seller in connection with the
                  substitution of any Qualifying Substitute Mortgage Loans, with
                  respect to the B Notes, all other amounts received pursuant to
                  the cure and purchase rights set forth in the applicable
                  Intercreditor Agreement and/or with respect to Mortgage Loan
                  No. 1, all amounts received in respect of such Mortgage Loan
                  pursuant to purchase or cure rights set forth in the Mezzanine
                  Intercreditor Agreement.



                                      -90-
<PAGE>

                  With respect to each A/B Mortgage Loan, the Master Servicer
shall establish and maintain one or more sub-accounts of the Certificate Account
(each an "A/B Loan Custodial Account") into which the Master Servicer shall
deposit any amounts described above that are required to be paid to the holder
of the related B Note pursuant to the terms of the related Intercreditor
Agreement, in each case on the same day as the deposit thereof into the
Certificate Account. Each A/B Loan Custodial Account shall be held in trust for
the benefit of the holder of the related B Note and shall not be part of any
REMIC Pool.

                  Remittances from any REO Account to the Master Servicer for
deposit in the Certificate Account shall be made by the Special Servicer no
later than the Special Servicer Remittance Date.

         (d) The Master Servicer, with respect to each Distribution Date
occurring in January (other than in any leap year) and February of each year,
shall deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan, an amount equal to one day's interest at the related REMIC I Net
Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan as of the
Due Date in the month in which such Distribution Date occurs, to the extent a
Scheduled Payment or P&I Advance is timely made in respect thereof for such Due
Date (all amounts so deposited in any consecutive January and February in
respect of each Interest Reserve Loan, the "Interest Reserve Amount").

         (e) Funds in the Certificate Account (including the A/B Loan Custodial
Accounts) and Interest Reserve Account may be invested and, if invested, shall
be invested by, and at the risk of, the Master Servicer in Eligible Investments
selected by the Master Servicer which shall mature, unless payable on demand,
not later than the Business Day immediately preceding the next Master Servicer
Remittance Date, and any such Eligible Investment shall not be sold or disposed
of prior to its maturity unless payable on demand. All such Eligible Investments
shall be made in the name of "LaSalle Bank National Association, as Trustee for
the Holders of the Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP2 and the holder of any
related B Note as their interests may appear." None of the Depositor, the
Mortgagors, the Paying Agent or the Trustee shall be liable for any loss
incurred on such Eligible Investments.

                  An amount equal to all income and gain realized from any such
investment shall be paid to the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal at any time from time to
time. The amount of any losses incurred in respect of any such investments shall
be for the account of the Master Servicer which shall deposit the amount of such
loss (to the extent not offset by income from other investments) in the
Certificate Account (and, solely to the extent that the loss is of an amount
credited to an A/B Loan Custodial Account, deposit to the related A/B Loan
Custodial Account) or Interest Reserve Account, as the case may be, out of its
own funds immediately as realized. If the Master Servicer deposits in or
transfers to any Certificate Account, any A/B Loan Custodial Account or Interest
Reserve Account, as the case may be, any amount not required to be deposited
therein or transferred thereto, it may at any time withdraw such amount or
retransfer such amount from the Certificate Account, such A/B Loan Custodial
Account or Interest Reserve Account, as the case may be, any provision herein to
the contrary notwithstanding.



                                      -91-
<PAGE>

         (f) Except as expressly provided otherwise in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Paying Agent on behalf of and at the direction of the Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
proceedings; provided, however, that if the Master Servicer shall have deposited
in the Certificate Account, A/B Loan Custodial Account and Interest Reserve
Account an amount equal to all amounts due under any such Eligible Investment
(net of anticipated income or earnings thereon that would have been payable to
the Master Servicer as additional servicing compensation) the Master Servicer
shall have the sole right to enforce such payment or performance.

         (g) Certain of the Mortgage Loans may provide for payment by the
Mortgagor to the Master Servicer of amounts to be used for payment of Escrow
Amounts for the account of the Mortgagor. The Master Servicer shall deal with
these amounts in accordance with the Servicing Standard, the terms of the
related Mortgage Loans and Section 8.3(e) hereof, and the Primary Servicers will
be entitled to hold any Escrow Accounts relating to the Mortgage Loans that they
service in accordance with the requirements set forth in Section 8.3(e). Within
20 days following the first anniversary of the Closing Date, the Master Servicer
shall deliver to the Trustee, the Paying Agent and the Operating Adviser, for
each Mortgage Loan set forth on Schedule VII hereto, a brief statement as to the
status of the work or project based on the most recent information provided by
the Mortgagor. Schedule VII sets forth those Mortgage Loans as to which an
upfront reserve was collected at closing in an amount in excess of $75,000 with
respect to specific immediate engineering work, completion of additional
construction, environmental remediation or similar one-time projects (but not
with respect to escrow accounts maintained for ongoing obligations, such as real
estate taxes, insurance premiums, ongoing property maintenance, replacements and
capital improvements or debt service). If the work or project is not complete in
accordance with the requirements of the escrow, the Master Servicer and the
Special Servicer (which shall itself consult with the Operating Adviser) will
consult with each other as to whether there exists a material default under the
underlying Mortgage Loan documents.

         SECTION 5.2 APPLICATION OF FUNDS IN THE CERTIFICATE ACCOUNT AND
INTEREST RESERVE ACCOUNT.

         (a) The Master Servicer shall, from time to time, make withdrawals from
the Certificate Account and remit them by wire transfer prior to 2:00 p.m., New
York City time, on the related Master Servicer Remittance Date in immediately
available funds to the account specified in this Section or otherwise (w) to
such account as it shall determine from time to time of amounts payable to the
Master Servicer from the Certificate Account pursuant to clauses (i), (ii),
(iii), (iv), (vi), (viii) and (ix) below; (x) to the account specified in
writing by the Paying Agent from time to time of amounts payable to the Paying
Agent and the Trustee from the Certificate Account pursuant to clauses (ii),
(iii), (v), (vi), (xi), (xii) and (xiii) below; and (y) to the Special Servicer
from time to time of amounts payable to the Special Servicer from such
Certificate Account pursuant to clauses (i), (iv), (vi), (vii) and (ix) below of
the following amounts, from the amounts specified for the following purposes:



                                      -92-
<PAGE>

                        (i) Fees: the Master Servicer shall pay (A) to itself
Late Fees (in excess of amounts used to pay Advance Interest) relating to
Mortgage Loans or the B Notes which are not Specially Serviced Mortgage Loans,
Modification Fees relating to Mortgage Loans or the B Notes which are not
Specially Serviced Mortgage Loans as provided in Section 8.18, 50% of any
assumption fees payable under Section 8.7(a) or 8.7(b), 100% of any extension
fees payable under Section 8.10 or other fees payable to the Master Servicer
hereunder and (B) directly to the Special Servicer, 50% of any assumption fees
as provided in Section 8.7(a), 50% of any assumption fees as provided in Section
8.7(b), all assumption fees relating to Specially Serviced Mortgage Loans and
Late Fees (in excess of Advance Interest which the Master Servicer shall
retain), Modification Fees and other fees collected on Specially Serviced
Mortgage Loans, in each case to the extent provided for herein from funds paid
by the applicable Mortgagor, and Late Fees collected on Specially Serviced
Mortgage Loans to the extent the Special Servicer is entitled to such Late Fees
under Section 4.5;

                        (ii) Servicing Advances (including amounts later
determined to be Nonrecoverable Advances): to reimburse or pay to the Master
Servicer, the Trustee and the Fiscal Agent, pursuant to Section 4.6, (x) prior
to a Final Recovery Determination or determination in accordance with Section
4.4 that any Advance is a Nonrecoverable Advance, Servicing Advances on the
related Mortgage Loan and B Note from payments made by the related Mortgagor of
the amounts to which a Servicing Advance relates or from REO Income from the
related REO Property or from Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds or Purchase Proceeds and, to the extent that a Servicing
Advance has been or is being reimbursed, any related Advance Interest thereon
first, from Late Fees and default interest collected during the Collection
Period during which such Advance is reimbursed, and then from Excess Liquidation
Proceeds then available and then from any other amounts on deposit in the
Certificate Account; provided that, Late Fees and default interest will be
applied on a "pool basis" for non-Specially Serviced Mortgage Loans (and the B
Notes) and on a "loan-by-loan basis" (under which Late Fees and default interest
will be offset against the Advance Interest arising only from the particular
Specially Serviced Mortgage Loan) for Specially Serviced Mortgage Loans, as the
case may be, to the payment of Advance Interest on all Advances on such
non-Specially Serviced Mortgage Loans (and the B Notes) or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed or (y) after
a Final Recovery Determination or determination that any Servicing Advance on
the related Mortgage Loan or B Note is a Nonrecoverable Advance, any Servicing
Advances made on the related Mortgage Loan, B Note or REO Property from any
funds on deposit in the Certificate Account (regardless of whether such amount
was recovered from the applicable Mortgage Loan or REO Property) and pay Advance
Interest thereon first, from Late Fees and default interest collected during the
Collection Period during which such Advance is reimbursed (applying such Late
Fees and default interest on a "pool basis" for all non-Specially Serviced
Mortgage Loans (and the B Notes) and on a "loan-by-loan basis", as described
above, for all Specially Serviced Mortgage Loans, as the case may be, to the
payment of Advance Interest on all Advances on such non-Specially Serviced
Mortgage Loans (and the B Notes) or such Specially Serviced Mortgage Loans, as
the case may be, then being reimbursed), then from Excess Liquidation Proceeds
then available and then from any other amounts on deposit in the Certificate
Account;

                        (iii) P&I Advances (including amounts later to be
determined to be Nonrecoverable Advances): to reimburse or pay to the Master
Servicer, the Trustee and the


                                      -93-
<PAGE>

Fiscal Agent, pursuant to Section 4.6, (x) if prior to a Final Recovery
Determination or determination that any Advance is a Nonrecoverable Advance, any
P&I Advances from Late Collections made by the Mortgagor of the amounts to which
a P&I Advance relates, or REO Income from the related REO Property or from
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or Purchase
Proceeds and, to the extent that a P&I Advance has been or is being reimbursed,
any related Advance Interest thereon, first, from Late Fees and default interest
collected during the Collection Period during which such Advance is reimbursed,
and then from Excess Liquidation Proceeds then available and then from any other
amounts on deposit in the Certificate Account; provided that, Late Fees and
default interest will be applied on a "pool basis" for non-Specially Serviced
Mortgage Loans and on a "loan-by-loan basis" (under which Late Fees and default
interest will be offset against the Advance Interest arising only from the
particular Specially Serviced Mortgage Loan) for Specially Serviced Mortgage
Loans or (y) if after a Final Recovery Determination or determination in
accordance with Section 4.4 that any P&I Advance on the related Mortgage Loan is
a Nonrecoverable Advance, for any Mortgage Loan, any P&I Advances made on the
related Mortgage Loan or REO Property from any funds on deposit in the
Certificate Account (regardless of whether such amount was recovered from the
applicable Mortgage Loan or REO Property) and any Advance Interest thereon,
first, from Late Fees and default interest collected during the Collection
Period during which such Advance is reimbursed (applying such Late Fees and
default interest on a "pool basis" for all non-Specially Serviced Mortgage Loans
and on a "loan-by-loan basis", as described above, for all Specially Serviced
Mortgage Loans, as the case may be, to the payment of Advance Interest on all
Advances on such non-Specially Serviced Mortgage Loans or such Specially
Serviced Mortgage Loans, as the case may be, then being reimbursed), then from
Excess Liquidation Proceeds then available and then from any other amounts on
deposit in the Certificate Account;

                        (iv) Servicing Fees and Special Servicer Compensation:
to pay to itself the Master Servicing Fee, subject to reduction for any
Compensating Interest, to pay to the Special Servicer the Special Servicing Fee
and the Work-Out Fee, to pay to the Primary Servicers (or the Master Servicer)
the Primary Servicing Fees, and to pay to the parties entitled thereto the
Excess Servicing Fees (to the extent not previously retained by any of such
parties);

                        (v) Trustee Fee and Paying Agent Fee: to pay to the
Distribution Account for withdrawal by the Paying Agent, the Paying Agent Fee
and the Trustee Fee;

                        (vi) Expenses of Trust: to pay to the Person entitled
thereto any amounts specified herein to be Additional Trust Expenses (at the
time set forth herein or in the definition thereof), the payment of which is not
more specifically provided for in this Agreement; provided that the Depositor
shall not be entitled to receive reimbursement for performing its duties under
this Agreement;

                        (vii) Liquidation Fees: upon the occurrence of a Final
Recovery Determination to pay to the Special Servicer from the Certificate
Account, the amount certified by the Special Servicer equal to the Liquidation
Fee, to the extent provided in Section 9.11 hereof;



                                      -94-
<PAGE>

                        (viii) Investment Income: to pay to itself income and
gain realized on the investment of funds deposited in such Certificate Account
(including the A/B Loan Custodial Accounts);

                        (ix) Prepayment Interest Excesses: to pay to the Master
Servicer the amount of the aggregate Prepayment Interest Excesses relating to
Mortgage Loans which are not Specially Serviced Mortgage Loans (to the extent
not offset by Prepayment Interest Shortfalls relating to such Mortgage Loans);
and to pay to the Special Servicer the amount of the aggregate Prepayment
Interest Excesses relating to Specially Serviced Mortgage Loans which have
received voluntary Principal Prepayments (not from Liquidation Proceeds or from
modifications to Specially Serviced Mortgage Loans), to the extent not offset by
Prepayment Interest Shortfalls relating to such Mortgage Loans.

                        (x) Correction of Errors: to withdraw funds deposited in
the Certificate Account in error;

                        (xi) Distribution Account: to make payment on each
Master Servicer Remittance Date of the remaining amounts in the Certificate
Account (including Excess Interest) to the Distribution Account (or in the case
of any Excess Interest, deposit to the Excess Interest Sub-account under Section
5.3(b)) other than amounts held for payment in future periods or pursuant to
clause (xii) below;

                        (xii) Reserve Account: to make payment on each Master
Servicer Remittance Date to the Reserve Account, any Excess Liquidation Proceeds
(subject to Section 4.6(c)); and

                        (xiii) Clear and Terminate: to clear and terminate the
Certificate Account pursuant to Section 8.29;

provided, however, that in the case of each B Note:


                  (A) the Master Servicer shall be entitled to make transfers
                  from time to time, from the related A/B Loan Custodial Account
                  to the portion of the Certificate Account that does not
                  constitute any A/B Loan Custodial Account, of amounts
                  necessary for the payments or reimbursement of amounts
                  described in any one or more of clauses (i), (ii), (iii),
                  (iv), (v), (vi), (vii), (viii), (ix) and (xii) above, but only
                  insofar as the payment or reimbursement described therein
                  arises from or is related to such A/B Mortgage Loan, and the
                  Master Servicer shall also be entitled to make transfers from
                  time to time, from the related A/B Loan Custodial Account to
                  the portion of the Certificate Account that does not
                  constitute any A/B Loan Custodial Account, of amounts
                  transferred to such related A/B Loan Custodial Account in
                  error, and amounts necessary for the clearing and termination
                  of the Certificate Account pursuant to Section 8.29;


                  (B) the Master Servicer shall be entitled to make transfers
                  from time to time, from the related A/B Loan Custodial Account
                  to the portion of the Certificate


                                      -95-
<PAGE>

                  Account that does not constitute any A/B Loan Custodial
                  Account, of amounts not otherwise described in clause (A)
                  above to which the holder of an A Note is entitled under such
                  A/B Mortgage Loan and/or the related Intercreditor Agreement
                  (including in respect of interest, principal and Prepayment
                  Premiums (whether or not by operation of any provision of the
                  Intercreditor Agreement that entitles the holder of such A
                  Note to receive remittances in amounts calculated without
                  regard to any modification, waiver or amendment of the
                  economic terms of such A Note)); and


                  (C) the Master Servicer shall on each Master Service
                  Remittance Date remit to the holder of the related B Note all
                  amounts on deposit in such A/B Loan Custodial Account (net of
                  amounts permitted or required to be transferred therefrom as
                  described in clauses (A) and/or (B) above), to the extent that
                  the holder of such B Note is entitled thereto under the
                  related Intercreditor Agreement (including by way of the
                  operation of any provision of the related Intercreditor
                  Agreement that entitles the holder of the B Note to
                  reimbursement of cure payments made by it).


                  The Master Servicer shall keep and maintain a separate
accounting for each Mortgage Loan and B Note for the purpose of justifying any
withdrawal or transfer from the Certificate Account and each A/B Loan Custodial
Account. The Master Servicer shall not be permitted to withdraw any funds from
the portion of the Certificate Account that does not constitute any A/B Loan
Custodial Account unless there are no remaining funds in the related A/B Loan
Custodial Account available and required to be paid in accordance with
Intercreditor Agreement.

                  (b) Scheduled Payments due in a Collection Period succeeding
the Collection Period relating to such Master Servicer Remittance Date,
Principal Prepayments received after the related Collection Period, or other
amounts not distributable on the related Distribution Date, shall be held in the
Certificate Account (or sub-account thereof) and shall be distributed on the
Master Servicer Remittance Date or Dates to which such succeeding Collection
Period or Periods relate.

                  (c) On each Master Servicer Remittance Date in March of every
year commencing in March 2002, the Master Servicer shall withdraw all amounts
then in the Interest Reserve Account and deposit such amounts into the
Distribution Account.

                  SECTION 5.3 DISTRIBUTION ACCOUNT AND RESERVE ACCOUNT.

                  (a) The Paying Agent, on behalf of the Trustee shall establish
(with respect to clause (i), on or prior to the Closing Date, and with respect
to clause (ii), on or prior to the date the Paying Agent determines is
necessary) and maintain in its name, on behalf of the Trustee, (i) an account
(the "Distribution Account"), to be held in trust for the benefit of the Holders
until disbursed pursuant to the terms of this Agreement, titled: "Wells Fargo
Bank Minnesota, National Association, as Paying Agent on behalf of LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Bear Stearns Commercial Mortgage Securities


                                      -96-
<PAGE>

Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2,
Distribution Account" and (ii) an account (the "Reserve Account") to be held in
trust for the benefit of the holders of interests in the Trust until disbursed
pursuant to the terms of this Agreement, titled: "Wells Fargo Bank Minnesota,
National Association, as Paying Agent on behalf of LaSalle Bank National
Association, as Trustee, in trust for the benefit of the Holders of Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2, Reserve Account." The Distribution Account and
the Reserve Account shall be Eligible Accounts. Funds in the Distribution
Account and in the Reserve Account shall not be invested. The Distribution
Account and Reserve Account shall be held separate and apart from and shall not
be commingled with any other monies including, without limitation, other monies
of the Paying Agent held under this Agreement.

                  (b) The Paying Agent shall deposit into the Distribution
Account or the Reserve Account, as applicable, on the Business Day received all
moneys remitted by the Master Servicer pursuant to this Agreement, including P&I
Advances made by the Master Servicer, the Trustee and the Fiscal Agent and all
Excess Liquidation Proceeds. The Paying Agent shall deposit amounts constituting
collections of Excess Interest on the Mortgage Loans into the Excess Interest
Sub-account. On any Master Servicer Remittance Date, the Master Servicer shall
have no duty to remit to the Distribution Account any amounts other than amounts
held in the Certificate Account and collected during the related Collection
Period as provided in clauses (v) and (xi) of Section 5.2(a) and the P&I Advance
Amount, and, on the Master Servicer Remittance Date occurring in March of any
year, commencing in March 2002, amounts held in the Interest Reserve Account.
The Paying Agent shall make withdrawals from the Distribution Account (including
the Excess Interest Sub-account) and the Reserve Account only for the following
purposes:

                        (i) to withdraw amounts deposited in the Distribution
Account in error and pay such amounts to the Persons entitled thereto;

                        (ii) to pay any amounts payable to the Master Servicer,
the Primary Servicers, the Special Servicer, the Fiscal Agent and the Trustee
(including the Trustee's Fee (other than that portion thereof, that constitutes
the Paying Agent's Fee)) and the Paying Agent (including the Paying Agent Fee),
or other expenses or other amounts permitted to be paid hereunder and not
previously paid to such Persons pursuant to Section 5.2;

                        (iii) to make distributions to the Certificateholders
pursuant to Section 6.5; and

                        (iv) to clear and terminate the Distribution Account
pursuant to Section 10.2.

 SECTION 5.4 PAYING AGENT REPORTS.

                  (a) On or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special Servicer and delivered to the Paying Agent by the Master Servicer (no
later than 1:00 p.m., New York time on the Report Date), the Paying Agent shall
make available to any interested party via its internet website


                                      -97-

<PAGE>

initially located at "www.ctslink.com/cmbs" (the "Paying Agent's Website"), (i)
the Monthly Certificateholder's Report (substantially in the form of Exhibit M),
(ii) a report containing information regarding the Mortgage Loans as of the end
of the related Collection Period, which report shall contain substantially the
categories of information regarding the Mortgage Loans set forth in Appendix I
to the Final Prospectus Supplement and shall be presented in tabular format
substantially similar to the format utilized in such Appendix I which report may
be included as part of the Monthly Certificateholders Report, (iii) the Loan
Periodic Update File, Loan Setup File, Bond Level File and the Collateral
Summary File, (iv) the supplemental reports set forth in paragraph (b) of the
definition of Unrestricted Servicer Reports and (v) as a convenience for
interested parties (and not in furtherance of the distribution thereof under the
securities laws), the Final Prospectus Supplement and this Agreement.

                  In addition, on or prior to each Distribution Date, based on
information provided in monthly reports prepared by the Master Servicer and the
Special Servicer and delivered to the Paying Agent in accordance herewith, the
Paying Agent shall make available via the Paying Agent's Website, on a
restricted basis, the Restricted Servicer Reports including the Property File.
The Paying Agent shall provide access to the Restricted Servicer Reports, upon
request, to each Certificateholder, each of the parties to this Agreement, each
of the Rating Agencies, each of the Underwriters, the Operating Adviser, the
Placement Agents and any Certificate Owner upon receipt (which may be in
electronic form) from such person of an Investor Certificate in the form of
Exhibit Y, and any other person upon the direction of the Depositor, the
Placement Agents or any Underwriter. For assistance with the above-mentioned
Paying Agent services, Certificateholders or any party hereto may initially call
301-815-6600.

                  The Paying Agent makes no representations or warranties as to
the accuracy or completeness of any report, document or other information made
available on the Paying Agent's Website and assumes no responsibility therefor.
The Paying Agent shall be entitled to conclusively rely on any information
provided to it by the Master Servicer or the Special Servicer and shall have no
obligation to verify such information and the Paying Agent may disclaim
responsibility for any information distributed by the Paying Agent for which it
is not the original source. In connection with providing access to the Paying
Agent's Website, the Paying Agent, may require registration and the acceptance
of a disclaimer. None of the Master Servicer, the Special Servicer, any Primary
Servicer or the Paying Agent shall be liable for the dissemination of
information in accordance with this Agreement; provided that this sentence shall
not in any way limit the liability the Paying Agent may otherwise have in the
performance of its duties hereunder.

                  (b) Subject to Section 8.15, upon advance written request, if
required by federal regulation, of any Certificateholder (or holder of a B Note)
that is a savings association, bank, or insurance company, the Paying Agent
shall provide (to the extent in its possession) to each such Certificateholder
(or such holder of a B Note) such reports and access to non-privileged
information and documentation regarding the Mortgage Loans and the Certificates
as such Certificateholder (or such holder of a B Note) may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or successor or other regulatory authorities with respect to
investment in the Certificates; provided that the Paying Agent shall be entitled
to be reimbursed by such Certificateholder (or such holder of a B Note) for the
Paying Agent's actual expenses incurred in providing such reports and access.
The holder of a B Note


                                      -98-
<PAGE>

shall be entitled to receive information and documentation only with respect to
its related A/B Mortgage Loan pursuant hereto.

                  (c) Upon written request, the Paying Agent shall send to each
Person who at any time during the calendar year was a Certificateholder of
record, customary information as the Paying Agent deems may be necessary or
desirable for such Holders to prepare their federal income tax returns.

                  (d) [reserved]

                  (e) The Paying Agent shall afford the Rating Agencies, the
Depositor, the Master Servicer, the Special Servicer, the Primary Servicers, the
Trustee, the Fiscal Agent, the Operating Adviser, any Certificateholder,
prospective Certificate Owner or any Person reasonably designated by any
Placement Agent, or any Underwriter upon reasonable notice and during normal
business hours, reasonable access to all relevant, non-attorney privileged
records and documentation regarding the applicable Mortgage Loans, REO Property
and all other relevant matters relating to this Agreement, and access to
Responsible Officers of the Paying Agent.

                  (f) Copies (or computer diskettes or other digital or
electronic formats of such information if reasonably available in lieu of paper
copies) of any and all of the foregoing items of this Section 5.4 shall be made
available by the Paying Agent upon request; provided, however, that the Paying
Agent shall be permitted to require payment by the requesting party (other than
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Operating Adviser, any Placement Agent or any Underwriter or
any Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Paying Agent of providing access or copies (including electronic
or digital copies) of any such information requested in accordance with the
preceding sentence.

                  (g) The Paying Agent shall make available at its Corporate
Trust Office (either in physical or electronic form), during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Prospective Investor, the
Underwriters, each Rating Agency, the Special Servicer and the Depositor,
originals or copies of, among other things, the following items: (i) the most
recent property inspection reports in the possession of the Trustee in respect
of each Mortgaged Property and REO Property, (ii) the most recent Mortgaged
Property/REO Property annual operating statement and rent roll, if any,
collected or otherwise obtained by or on behalf of the Master Servicer or the
Special Servicer and delivered to the Paying Agent, (iii) any Phase I
Environmental Report or engineering report prepared or appraisals performed in
respect of each Mortgaged Property provided, however, that the Paying Agent
shall be permitted to require payment by the requesting party (other than either
Rating Agency) of a sum sufficient to cover the reasonable expenses actually
incurred by the Trustee of providing access or copies (including electronic or
digital copies) of any such information reasonably requested in accordance with
the preceding sentence.

                  SECTION 5.5 PAYING AGENT TAX REPORTS. The Paying Agent shall
perform all reporting and other tax compliance duties that are the
responsibility of each REMIC Pool under


                                      -99-
<PAGE>

the Code, REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Consistent with this
Pooling and Servicing Agreement, the Paying Agent shall provide or cause to be
provided (i) to the United States Treasury or other Persons (including, but not
limited to, the Transferor of a Class R-I, Class R-II or Class R-III
Certificate, to a Disqualified Organization or to an agent that has acquired a
Class R-I, Class R-II or Class R-III Certificate on behalf of a Disqualified
Organization) such information as is necessary for the application of any tax
relating to the transfer of a Class R-I, Class R-II or Class R-III Certificate
to any Disqualified Organization and (ii) to the Certificateholders such
information or reports as are required by the Code or REMIC Provisions. The
Master Servicer shall on a timely basis provide the Paying Agent with such
information concerning the Mortgage Loans as is necessary for the preparation of
the tax or information returns or receipts of each REMIC Pool as the Paying
Agent may reasonably request from time to time. The Special Servicer is required
to provide to the Master Servicer all information in its possession with respect
to the Specially Serviced Mortgage Loans in order for the Master Servicer to
comply with its obligations under this Section 5.5. The Paying Agent shall be
entitled to conclusively rely on any such information provided to it by the
Master Servicer or the Special Servicer and shall have no obligation to verify
any such information.

                                   ARTICLE VI

                                  DISTRIBUTIONS

                  SECTION 6.1 DISTRIBUTIONS GENERALLY. Subject to Section
10.2(a), respecting the final distribution on the Certificates, on each
Distribution Date, the Paying Agent shall (1) first, withdraw from the
Distribution Account and pay to the Fiscal Agent any unpaid fees, expenses and
other amounts then required to be paid pursuant to this Agreement, and then, to
the Paying Agent, any unpaid fees, expenses and other amounts then required to
be paid pursuant to this Agreement, and then at the written direction of the
Master Servicer, withdraw from the Distribution Account and pay to the Master
Servicer, the Primary Servicers and Special Servicer any unpaid servicing
compensation or other amounts currently required to be paid pursuant to this
Agreement (to the extent not previously retained or withdrawn by the Master
Servicer from the Certificate Account), and (2) second, make distributions in
the manner and amounts set forth below.

                  Each distribution to Holders of Certificates shall be made by
check mailed to such Holder's address as it appears on the Certificate Register
of the Certificate Registrar or, upon written request to the Paying Agent on or
prior to the related Record Date (or upon standing instructions given to the
Paying Agent on the Closing Date prior to any Record Date, which instructions
may be revoked at any time thereafter upon written notice to the Paying Agent
five days prior to the related Record Date) made by a Certificateholder by wire
transfer in immediately available funds to an account specified in the request
of such Certificateholder; provided, that (i) remittances to the Paying Agent
shall be made by wire transfer of immediately available funds to the
Distribution Account and the Reserve Account; and (ii) the final distribution in
respect of any Certificate shall be made only upon presentation and surrender of
such Certificate at such location specified by the Paying Agent in a notice
delivered to Certificateholders pursuant to Section 10.2(a). If any payment
required to be made on the



                                     -100-
<PAGE>

Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day without compensation
for such delay. All distributions or allocations made with respect to Holders of
Certificates of a Class on each Distribution Date shall be made or allocated
among the outstanding Interests in such Class in proportion to their respective
initial Certificate Balances or Percentage Interests for the Class X
Certificates.

                  SECTION 6.2 REMIC I.

                  (a) On each Distribution Date, the Paying Agent shall be
deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC
I Regular Interests, for the following purposes and in the following order of
priority:

                        (i) from the portion of the Available Distribution
Amount attributable to interest collected or deemed collected on or with respect
to each Mortgage Loan or REO Property, Distributable Certificate Interest to
each Corresponding REMIC I Regular Interest;

                        (ii) from the portion of the Available Distribution
Amount attributable to principal collected or deemed collected on or with
respect to each Mortgage Loan or REO Property, principal to the Corresponding
REMIC I Regular Interest, until the Certificate Balance thereof is reduced to
zero;

                        (iii) any remaining funds, to reimburse any Realized
Losses previously allocated to the REMIC I Regular Interests, plus interest on
such Realized Losses previously allocated thereto, at the applicable
Pass-Through Rates; and

                        (iv) thereafter, to the Class R-I Certificateholders at
such time as the Certificate Balance of all Classes of REMIC I Regular Interests
have been reduced to zero, and Realized Losses previously allocated thereto have
been reimbursed to the Holders of the REMIC I Regular Interests, any amounts
remaining.

                  SECTION 6.3 REMIC II.

                  (a) On each Distribution Date, the Paying Agent shall be
deemed to distribute to itself on behalf of the Trustee, as holder of the REMIC
II Regular Interests, for the following purposes and in the following order of
priority:

                        (i) an amount equal to Distributable Certificate
Interest for the Class A-1 Certificates, Class A-2 Certificates, Class X-1
Certificates and Class X-2 Certificates to REMIC II Regular Interest A-1, REMIC
II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G,
REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II Regular
Interest K, REMIC II Regular Interest L, REMIC II Regular Interest M and REMIC
II Regular Interest N, divided among such REMIC II Regular Interests in
proportion to (A) in the case of the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A and REMIC II Regular Interest A-2B, the Accrued
Certificate Interest for such Distribution Date and (B) in the case of REMIC II
Regular Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D,
REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular


                                     -101-
<PAGE>

Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II
Regular Interest L, REMIC II Regular Interest M and REMIC II Regular Interest N,
the product of the Certificate Balance of such Interest and the sum of the
related Class X-1 Strip Rate and the related Class X-2 Strip Rate (if any);

                        (ii) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2A and REMIC II Regular Interest 2-AB, in reduction of the
Certificate Balances thereof, in an amount up to the Principal Distribution
Amount for such Distribution Date: (A) first, to the REMIC II Regular Interest
A-1, until the Certificate Balance of REMIC II Regular Interest A-1 is reduced
to zero, (B) then, to REMIC II Regular Interest A-2A, until the Certificate
Balance of REMIC II Regular Interest A-2A is reduced to zero, and (C) then, to
REMIC II Regular Interest A-2B, until the Certificate Balance of REMIC II
Regular Interest A-2B is reduced to zero;

                        (iii) to REMIC II Regular Interest A-1, REMIC II Regular
Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC Regular Interest J, REMIC II Regular Interest K, REMIC
II Regular Interest L, REMIC II Regular Interest M and REMIC II Regular Interest
N, pro rata on the basis of their respective entitlements to reimbursement
described in this clause

                        (iii), to reimburse any Realized Losses previously
allocated to REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A,
REMIC II Regular Interest A-2B, REMIC II Regular Interest B, REMIC II Regular
Interest C, REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II
Regular Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H,
REMIC II Regular Interest J, REMIC II Regular Interest K, REMIC II Regular
Interest L, REMIC II Regular Interest M and REMIC II Regular Interest N as a
result of the allocation of Realized Losses to the Class X Certificates plus
interest on such Realized Losses at one-twelfth of the applicable Pass-Through
Rate; (iv) to the REMIC II Regular Interest B, the remainder of the
Distributable Certificate Interest for such Interest for such Distribution Date
to the extent not distributed pursuant to clause (i) above; (v) upon payment in
full of the Certificate Balances of the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A and REMIC II Regular Interest A-2B, to the REMIC II
Regular Interest B, the Principal Distribution Amount for such Distribution Date
(reduced by any portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2A and REMIC II Regular Interest
A-2B), until the Certificate Balance of the REMIC II Regular Interest B has been
reduced to zero;

                        (vi) to the REMIC II Regular Interest B, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (vii) to the REMIC II Regular Interest C, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;



                                     -102-
<PAGE>

                        (viii) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest B, to the REMIC II Regular Interest C, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B and REMIC II Regular
Interest B), until the Certificate Balance of the REMIC II Regular Interest C
has been reduced to zero;

                        (ix) to the REMIC II Regular Interest C, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (x) to the REMIC II Regular Interest D, the remainder of
the Distributable Certificate Interest for such Interest for such Distribution
Date to the extent not distributed pursuant to clause (i) above;

                        (xi) upon payment in full of the Certificate Balance of
the REMIC II Regular Interest C, to the REMIC II Regular Interest D, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B REMIC II Regular Interest
B and REMIC II Regular Interest C), until the Certificate Balance of the REMIC
II Regular Interest D has been reduced to zero;

                        (xii) to the REMIC II Regular Interest D, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xiii) to the REMIC II Regular Interest E, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xiv) upon payment in full of the Certificate Balance of
the REMIC II Regular Interest D, to the REMIC II Regular Interest E, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C and REMIC II Regular Interest D), until the
Certificate Balance of the REMIC II Regular Interest E has been reduced to zero;

                        (xv) to the REMIC II Regular Interest E, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xvi) to the REMIC II Regular Interest F, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xvii) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest E, to the REMIC II Regular Interest F, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II


                                     -103-
<PAGE>

Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest B, REMIC Regular Interest C, REMIC II Regular
Interest D and REMIC II Regular Interest E), until the Certificate Balance of
the REMIC II Regular Interest F has been reduced to zero;

                        (xviii) to the REMIC II Regular Interest F, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xix) to the REMIC II Regular Interest G, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xx) upon payment in full of the Certificate Balance of
the REMIC II Regular Interest F, to the REMIC II Regular Interest G, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E and REMIC II Regular Interest F), until the Certificate Balance of
the REMIC II Regular Interest G has been reduced to zero;

                        (xxi) to the REMIC II Regular Interest G, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xxii) to the REMIC II Regular Interest H, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xxiii) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest G, to the REMIC II Regular Interest H, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F and REMIC II Regular Interest G), until
the Certificate Balance of the REMIC II Regular Interest H has been reduced to
zero;

                        (xxiv) to the REMIC II Regular Interest H, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xxv) to the REMIC II Regular Interest J, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xxvi) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest H, to the REMIC II Regular Interest J, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II


                                     -104-
<PAGE>

Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
A-2B, REMIC II Regular Interest B, REMIC Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G and REMIC II Regular Interest H), until the Certificate
Balance of the REMIC II Regular Interest J has been reduced to zero;

                        (xxvii) to the REMIC II Regular Interest J, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xxviii) to the REMIC II Regular Interest K, the
remainder of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xxix) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest J to the REMIC II Regular Interest K, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H and REMIC II Regular Interest J), until the Certificate
Balance of the REMIC II Regular Interest K has been reduced to zero;

                        (xxx) to the REMIC II Regular Interest K, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xxxi) to the REMIC II Regular Interest L, the remainder
of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xxxii) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest K to the REMIC II Regular Interest L, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J and REMIC II Regular Interest
K), until the Certificate Balance of the REMIC II Regular Interest L has been
reduced to zero;

                        (xxxiii) to the REMIC II Regular Interest L, to
reimburse any unreimbursed Realized Losses previously allocated thereto, plus
interest on such Realized Losses at one-twelfth the applicable Pass-Through
Rate;

                        (xxxiv) to the REMIC II Regular Interest M, the
remainder of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;



                                     -105-
<PAGE>

                        (xxxv) upon payment in full of the Certificate Balance
of the REMIC II Regular Interest L to the REMIC II Regular Interest M, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof deemed to be distributed to the REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II Regular
Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G, REMIC II
Regular Interest H, REMIC II Regular Interest J, REMIC II Regular Interest K and
REMIC II Regular Interest L), until the Certificate Balance of the REMIC II
Regular Interest M has been reduced to zero;

                        (xxxvi) to the REMIC II Regular Interest M, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xxxvii) to the REMIC II Regular Interest N, the
remainder of the Distributable Certificate Interest for such Interest for such
Distribution Date to the extent not distributed pursuant to clause (i) above;

                        (xxxviii) upon payment in full of the Certificate
Balance of the REMIC II Regular Interest M to the REMIC II Regular Interest N,
the Principal Distribution Amount for such Distribution Date (reduced by any
portion thereof deemed to be distributed to the REMIC II Regular Interest A-1,
REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular
Interest B, REMIC Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular Interest G,
REMIC II Regular Interest H, REMIC II Regular Interest J, REMIC II Regular
Interest K, REMIC II Regular Interest L and REMIC II Regular Interest M), until
the Certificate Balance of the REMIC II Regular Interest N has been reduced to
zero;

                        (xxxix) to the REMIC II Regular Interest N, to reimburse
any unreimbursed Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xl) thereafter, to the Class R-II Certificateholders at
such time as the Certificate Balances of all Classes of REMIC II Regular
Interests have been reduced to zero, and Realized Losses previously allocated
thereto have been reimbursed to the Holders of the REMIC II Regular Interests,
any amounts remaining.

                  SECTION 6.4 [RESERVED].

                  SECTION 6.5 REMIC III.

                  (a) On each Distribution Date, the Paying Agent shall
withdraw from the Distribution Account an amount equal to the Available
Distribution Amount and shall distribute such amount (other than the amount
attributable to Excess Interest which shall be distributed in accordance with
Section 6.5(c)) in the following amounts and order of priority:

                        (i) to the Holders of the Class A-1 Certificates, Class
A-2 Certificates, Class X-1 Certificates and Class X-2 Certificates,
Distributable Certificate Interest for such


                                     -106-
<PAGE>



Distribution Date, pro rata in proportion to the Distributable Certificate
Interest payable to each such Class;

                        (ii) to the Holders of the Class A-1 and Class A-2
Certificates, in reduction of the Certificate Balances thereof, in an amount up
to the Principal Distribution Amount for such Distribution Date: (A) first, to
the Class A-1 Certificates, until the Aggregate Certificate Balance of the Class
A-1 Certificates is reduced to zero and (B) then, to the Class A-2 Certificates
until the Aggregate Certificate Balance of the Class A-2 Certificates is reduced
to zero;

                        (iii) to the Holders of the Class A Certificates, Class
X-1 Certificates and Class X-2 Certificates, pro rata (treating principal and
interest losses separately), to reimburse any Realized Losses previously
allocated thereto plus interest on such Realized Losses at one-twelfth the
applicable Pass-Through Rate;

                        (iv) to the Holders of the Class B Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (v) upon payment in full of the Certificate Balance of
the Class A-2 Certificates, to the Holders of the Class B Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A Certificates), until the
Certificate Balance of the Class B Certificates has been reduced to zero;

                        (vi) to the Holders of the Class B Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate);

                        (vii) to the Holders of the Class C Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (viii) upon payment in full of the Certificate Balance
of the Class B Certificates, to the Holders of the Class C Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A and Class B Certificates),
until the Certificate Balance of the Class C Certificates has been reduced to
zero;

                        (ix) to the Holders of the Class C Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (x) to the Holders of the Class D Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (xi) upon payment in full of the Certificate Balance of
the Class C Certificates, to the Holders of the Class D Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B and Class C
Certificates), until the Certificate Balance of the Class D Certificates has
been reduced to zero;

                                     -107-
<PAGE>

                        (xii) to the Holders of the Class D Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xiii) to the Holders of the Class E Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (xiv) upon payment in full of the Certificate Balance of
the Class D Certificates, to the Holders of the Class E Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C and Class D
Certificates), until the Certificate Balance of the Class E Certificates has
been reduced to zero;

                        (xv) to the Holders of the Class E Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xvi) to the Holders of the Class F Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (xvii) upon payment in full of the Certificate Balance
of the Class E Certificates, to the Holders of the Class F Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D and
Class E Certificates), until the Certificate Balance of the Class F Certificates
has been reduced to zero;

                        (xviii) to the Holders of the Class F Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the applicable Pass-Through Rate;

                        (xix) to the Holders of the Class G Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (xx) upon payment in full of the Certificate Balance of
the Class F Certificates, to the Holders of the Class G Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E and Class F Certificates), until the Certificate Balance of the Class G
Certificates has been reduced to zero;

                        (xxi) to the Holders of the Class G Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xxii) to the Holders of the Class H Certificates,
Distributable Certificate Interest for such Distribution Date;

                        (xxiii) upon payment in full of the Certificate Balance
of the Class G Certificates, to the Holders of the Class H Certificates, the
Principal Distribution Amount for


                                     -108-
<PAGE>

such Distribution Date (reduced by any portion thereof distributed to the
Holders of the Class A, Class B, Class C, Class D, Class E, Class F and Class G
Certificates), until the Certificate Balance of the Class H Certificates has
been reduced to zero;

                        (xxiv) to the Holders of the Class H Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xxv) to the Holders of the Class J Certificates,
Distributable Certificate Interest for such Distribution date;

                        (xxvi) upon payment in full of the Certificate Balance
of the Class H Certificates, to the Holders of the Class J Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by a any
portion thereof distributed to the Holders of the Class A, Class B, Class C,
Class D, Class E, Class F, Class G and Class H Certificates), until the
Certificate Balance of the Class J Certificates has been reduced to zero;

                        (xxvii) to the Holders of the Class J Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xxviii) to the Holders of the Class K Certificates,
Distributable Certificate Interest for such Distributable Date;

                        (xxix) upon payment in full of the Certificate Balance
of the Class J Certificates, to the Holders of the Class K Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H and Class J Certificates), until the
Certificate Balance of the Class K Certificates has been reduced to zero;

                        (xxx) to the Holders of the Class K Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xxxi) to the Holders of the Class L Certificates,
Distributable Certificate Interest for such Distributable Date;

                        (xxxii) upon payment in full of the Certificate Balance
of the Class K Certificates, to the Holders of the Class L Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J and Class K Certificates), until the
Certificate Balance of the Class L Certificates has been reduced to zero;

                        (xxxiii) to the Holders of the Class L Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;



                                     -109-
<PAGE>

                        (xxxiv) to the Holders of the Class M Certificates,
Distributable Certificate Interest for such Distributable Date;

                        (xxxv) upon payment in full of the Certificate Balance
of the Class L Certificates, to the Holders of the Class M Certificates, the
Principal Distribution Amount for such Distribution Date (reduced by any portion
thereof distributed to the Holders of the Class A, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates),
until the Certificate Balance of the Class M Certificates has been reduced to
zero;

                        (xxxvi) to the Holders of the Class M Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xxxvii) to the Holders of the Class N Certificates,
Distributable Certificate Interest for such Distributable Date;

                        (xxxviii) upon payment in full of the Certificate
Balance of the Class M Certificates, to the Holders of the Class N Certificates,
the Principal Distribution Amount for such Distribution Date (reduced by any
portion thereof distributed to the Holders of the Class A, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L and Class
M Certificates), until the Certificate Balance of the Class N Certificates has
been reduced to zero;

                        (xxxix) to the Holders of the Class N Certificates, to
reimburse any Realized Losses previously allocated thereto, plus interest on
such Realized Losses at one-twelfth the Pass-Through Rate;

                        (xl) to the Holders of the Class R-III Certificates at
such time as the Certificate Balances of all Classes of REMIC Regular
Certificates have been reduced to zero, and Realized Losses previously allocated
to each Holder have been reimbursed to the Holders of the REMIC Regular
Certificates, any amounts remaining on deposit in the Distribution Account.

                  Notwithstanding the foregoing, on each Distribution Date
occurring on or after the earliest date, if any, upon which the Certificate
Balances of all the Classes of Subordinate Certificates have been reduced to
zero or the aggregate Appraisal Reduction in effect is greater than or equal to
Certificate Balances of all the Classes of Subordinate Certificates, the
Principal Distribution Amount will be distributed, first, to the Holders of the
Class A-1 and Class A-2 Certificates, pro rata, based on their respective
Certificate Balances, in reduction of their respective Certificate Balances,
until the Certificate Balance of each such Class is reduced to zero; and,
second, to the Holders of the Class A-1 and Class A-2 Certificates, pro rata,
based on the respective amounts of unreimbursed Realized Losses previously
allocated to each such Class. A similar rule shall apply to the distribution of
the Principal Distribution Amount to REMIC II Regular Interests A-1, A-2A and
A-2B in lieu of the distributions described in Section 6.3(a)(ii).

                  (b) On each Distribution Date, the Paying Agent shall
withdraw amounts in the Reserve Account and shall pay the Certificateholders on
such Distribution Date such amounts in the following priority:


                                     -110-
<PAGE>

                        (i) first, to reimburse the Holders of the Principal
Balance Certificates (in order of alphabetical Class designation) for any, and
to the extent of, Realized Losses previously allocated to them; and

                        (ii) second, upon the reduction of the Aggregate
Certificate Balance of the Principal Balance Certificates to zero, to pay any
amounts remaining on deposit in such account to the Special Servicer as
additional Special Servicer Compensation.

                  This Section 6.5(b) shall apply mutatis mutandis to
reimbursement of Realized Losses previously allocated to the REMIC II Regular
Interests.

                  (c) On each Distribution Date, the Paying Agent shall
withdraw from the Excess Interest Sub-account any Excess Interest on deposit
therein, and the Paying Agent shall pay such Excess Interest on such
Distribution Date to the Class N Certificates (even if the Certificate Balance
of the Class N Certificates has been reduced to zero for any reason).

                  SECTION 6.6 ALLOCATION OF REALIZED LOSSES, EXPENSE
LOSSES AND SHORTFALLS DUE TO NONRECOVERABILITY.

                  (a) REMIC I. On each Distribution Date, except as provided
in subsection (b) below,

                        (i) Realized Principal Losses on each Mortgage Loan
realized during the related Collection Period shall reduce the Certificate
Balance of the Corresponding REMIC I Regular Interest;

                        (ii) Realized Interest Losses on each Mortgage Loan
shall be allocated to reduce first, Distributable Certificate Interest for such
Distribution Date, and then Unpaid Interest in each case owing on the
Corresponding REMIC I Regular Interest; and to the extent that such Realized
Interest Loss exceeds such amount, shall be treated as an Expense Loss;

                        (iii) Expense Losses (not otherwise applied above)
realized during the related Collection Period shall be allocated among the REMIC
I Regular Interests in proportion to their Certificate Balances after making all
other allocations for such Distribution Date.

                  (b) In the event that the Master Servicer, the Trustee
or the Fiscal Agent, determines that an Advance previously made by it is a
Nonrecoverable Advance and the Master Servicer withdraws the amount of such
Advance from the Certificate Account pursuant to Section 5.2(a) hereof (which
amount shall be treated as an Available Advance Reimbursement Amount pursuant to
Section 4.6), it shall determine the portion of the amount so withdrawn that is
attributable to (w) interest on the related Mortgage Loan; (x) principal on the
related Mortgage Loan; (y) Servicing Advances; and (z) Advance Interest. The
portion of the amount so withdrawn from the Certificate Account that is
allocable to:



                                     -111-
<PAGE>

                        (i) amounts previously advanced as interest on the
related Mortgage Loan shall reduce the Available Distribution Amount for REMIC I
and shall be allocated to reduce the amount of interest paid on each REMIC I
Regular Interest on such Distribution Date in proportion to Distributable
Certificate Interest otherwise payable thereon, and shall result in Unpaid
Interest on each such REMIC I Regular Interest;

                        (ii) amounts previously advanced as principal on the
related Mortgage Loan shall reduce the Available Distribution Amount for REMIC I
and shall be allocated to reduce the principal paid on each REMIC I Regular
Interest on which principal would otherwise be paid on such Distribution Date,
in proportion to such principal payments; and

                        (iii) amounts previously advanced as Servicing Advances,
as well as Advance Interest owing to the Master Servicer, the Trustee or the
Fiscal Agent with respect to Advances shall be treated as Expense Losses and
allocated in accordance with Section 6.6(a)(iii) above.

                  (c) At such time as a Final Recovery Determination is
made with respect to any Mortgage Loan with respect to which the Master Servicer
previously had withdrawn amounts from the Certificate Account following a
determination that Advances previously made were Nonrecoverable Advances, or at
such other time as a Realized Loss shall occur with respect to any such Mortgage
Loan, the Master Servicer shall compute the Realized Loss with respect to such
Mortgage Loan and the Paying Agent shall allocate such Realized Loss as follows:

                        (i) to the extent that any Realized Principal Loss does
not exceed the Certificate Balance on the Corresponding REMIC I Regular
Interest, such Realized Principal Loss shall be allocated to such REMIC I
Regular Interest; and to the extent that any Realized Principal Loss exceeds the
Certificate Balance of the Corresponding REMIC I Regular Interest, such Realized
Principal Loss shall be allocated to the other Corresponding REMIC I Regular
Interests with respect to which distributions of principal were reduced pursuant
to Section 6.6(b)(i) above, in proportion to the amount of such reductions;

                        (ii) any Realized Interest Loss shall be allocated to
the Corresponding REMIC I Interest to the extent of Unpaid Interest thereon and
any remaining portion of the Realized Interest Loss shall be allocated as a
Realized Interest Loss on each REMIC I Regular Interest with respect to which
Unpaid Interest was created pursuant to Section 6.6(b)(ii) above in proportion
to the amount of Unpaid Interest resulting from the reduction in distributions
of interest on such REMIC I Regular Interest pursuant to Section 6.6(b)(ii)
above;

                        (iii) the portion of the amount recovered on the
Mortgage Loan with respect to which amounts were withdrawn from the Certificate
Account that are treated as Recoveries of principal on the Mortgage Loan shall
be applied first, to make payments of principal on the Corresponding REMIC I
Regular Interest until the Certificate Balance thereof is reduced to zero and
thereafter to make payments of principal to the Corresponding REMIC I Regular
Interests with respect to which principal distributions were reduced pursuant to
Section 6.6(b)(i) above, in proportion to the amount of such reductions;



                                     -112-
<PAGE>

                        (iv) the portion of the amount recovered on the Mortgage
Loan with respect to which amounts were withdrawn from the Certificate Account
that are treated as Recoveries of interest on the Mortgage Loan shall be applied
first, to make payments of Unpaid Interest on the Corresponding REMIC I Regular
Interest and thereafter to make payments of interest on each REMIC I Interest
with respect to which Unpaid Interest was created pursuant to Section 6.6(b)(ii)
above in proportion to the amount of Unpaid Interest resulting from the
reduction in distributions of interest on such REMIC I Regular Interest pursuant
to Section 6.6(b)(ii) above; and

                        (v) the portion of the amount recovered on the Mortgage
Loan with respect to which amounts were withdrawn from the Certificate Account
that is treated as a recovery of expenses on the Mortgage Loan shall be applied
in reimbursement of Expense Losses on each REMIC I Regular Interest with respect
to which an Expense Loss was created pursuant to Section 6.6(b)(iii) above in
proportion to the amount of the Expense Loss allocated thereto pursuant to
Section 6.6(b)(iii) above.

                  (d) REMIC II. On each Distribution Date, all Realized
Losses and Expense Losses on the REMIC I Interests for such Distribution Date
(or for prior Distribution Dates, to the extent not previously allocated) shall
be allocated to the Corresponding REMIC II Regular Interests in the amounts and
in the manner as will be allocated to the REMIC Regular Certificates relating
thereto pursuant to Section 6.6(f). Realized Losses allocated to the Class X
Certificates shall reduce the amount of interest payable on the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K, REMIC II Regular Interest L, REMIC II Regular
Interest M and REMIC II Regular Interest N, which reduction shall be allocated
pro rata based on the product of the Certificate Balance of such REMIC II
Regular Interest and the sum of the Class X-1 Strip Rate and the Class X-2 Strip
Rate (if any) applicable to the Class of Certificates relating to such REMIC II
Regular Interest.

                  (e) [Reserved].

                  (f) REMIC III. On each Distribution Date, all Realized Losses
on the REMIC II Regular Interests for such Distribution Date (or for prior
Distribution Dates, to the extent not previously allocated) shall be allocated
to the REMIC Regular Certificates in Reverse Sequential Order, with such
reductions being allocated among the Class A-1 Certificates, Class A-2
Certificates, Class X-1 Certificates and Class X-2 Certificates, pro rata, in
each case reducing (A) the Certificate Balance of such Class until such
Certificate Balance is reduced to zero (in the case of the Class A
Certificates); (B) Unpaid Interest owing to such Class to the extent thereof;
and (C) Distributable Certificate Interest owing to such Class, provided, that
Realized Losses and Expense Losses shall not reduce the Aggregate Certificate
Balance of the REMIC Regular Certificates below the sum of the Aggregate
Certificate Balances of the REMIC II Regular Interests.

                  SECTION 6.7 NET AGGREGATE PREPAYMENT INTEREST SHORTFALLS. On
each Distribution Date, any Net Aggregate Prepayment Interest Shortfalls in
REMIC I, shall be


                                     -113-
<PAGE>

allocated among the REMIC I Regular Interests, pro rata in proportion to the
Accrued Certificate Interest for each such REMIC I Regular Interest for such
Distribution Date and shall reduce Distributable Certificate Interest for each
such Interest. On each Distribution Date, any Net Aggregate Prepayment Interest
Shortfalls in REMIC II shall be allocated among the REMIC II Regular Interests,
pro rata in proportion to the Accrued Certificate Interest for each such REMIC
II Regular Interest for such Distribution Date and shall reduce Distributable
Certificate Interest for each such Interest. On each Distribution Date, the
amount of any Net Aggregate Prepayment Interest Shortfalls on the REMIC III
Regular Interests shall be allocated to each Class of Certificates, pro rata, in
proportion to the amount of Accrued Certificate Interest payable to such Class
of Certificates on such Distribution Date, in each case reducing interest
otherwise payable thereon. The amount of Net Aggregate Prepayment Interest
Shortfalls allocated to a Class of Certificates pursuant to the preceding
sentence shall reduce the Distributable Certificate Interest for such Class for
such Distribution Date. No Prepayment Interest Shortfall with respect to the B
Notes shall be allocated to any Class of Certificates.

                  SECTION 6.8 ADJUSTMENT OF SERVICING FEES. The Master Servicing
Fee payable to the Master Servicer shall be adjusted as provided in Section
8.10(c) herein. Any amount retained by REMIC I as a result of a reduction of the
Master Servicing Fee shall be treated as interest collected with respect to the
prepaid Mortgage Loans with respect to which the Master Servicing Fee adjustment
occurs.

                  SECTION 6.9 APPRAISAL REDUCTIONS. Not later than the date on
which an Appraisal Event occurs, the Special Servicer shall have obtained (A) an
Appraisal of the Mortgaged Property securing the related Mortgage Loan, if such
Principal Balance exceeds $2,000,000 or (B) at the option of the Special
Servicer, if such Principal Balance is less than or equal to $2,000,000, either
an internal valuation prepared by the Special Servicer in accordance with MAI
standards or an Appraisal which in all cases shall be completed as of the date
that such Mortgage Loan becomes a Required Appraisal Loan; provided that if the
Special Servicer had completed or obtained an Appraisal or internal valuation
within the immediately prior 12 months, the Special Servicer may rely on such
Appraisal or internal valuation and shall have no duty to prepare a new
Appraisal or internal valuation, unless such reliance would not be in accordance
with the Servicing Standard; provided, further, that if the Special Servicer is
required to obtain an Appraisal of a Mortgaged Property after receipt of the
notice described in clause (ii) of the definition of Appraisal Event, such
Appraisal will be obtained no later than 60 days after receipt of such notice
and an internal valuation will be obtained no later than 60 days after receipt
of such notice. Such Appraisal or valuation shall be conducted in accordance
with the definition of "market value" as set forth in 12 C.F.R. ss. 225.62 and
shall be updated at least annually to the extent such Mortgage Loan remains a
Required Appraisal Loan. The cost of any such Appraisal or valuation, if not
performed by the Special Servicer, shall be an expense of the Trust and may be
paid from REO Income or, to the extent collections from such related Mortgage
Loan or Mortgaged Property does not cover the expense, such unpaid expense shall
be, subject to Section 4.4 hereof, advanced by the Master Servicer at the
request of the Special Servicer pursuant to Section 4.6 in which event it shall
be treated as a Servicing Advance. The Master Servicer, based on the Appraisal
or internal valuation provided to it by the Special Servicer, shall calculate
any Appraisal Reduction. The Master Servicer shall calculate or recalculate the
Appraisal Reduction for any Mortgage Loan based on updated Appraisals or
internal valuations provided from time to time to it by the Special Servicer.



                                     -114-
<PAGE>

                  SECTION 6.10 COMPLIANCE WITH WITHHOLDING REQUIREMENTS.
Notwithstanding any other provision of this Agreement to the contrary, the
Paying Agent on behalf of the Trustee shall comply with all federal withholding
requirements with respect to payments to Certificateholders of interest,
original issue discount, or other amounts that the Paying Agent reasonably
believes are applicable under the Code. The consent of Certificateholders shall
not be required for any such withholding and any amount so withheld shall be
regarded as distributed to the related Certificateholders for purposes of this
Agreement. In the event the Paying Agent withholds any amount from payments made
to any Certificateholder pursuant to federal withholding requirements, the
Paying Agent shall indicate to such Certificateholder the amount withheld.

                  SECTION 6.11 PREPAYMENT PREMIUMS. Any Prepayment Premium
collected with respect to a Mortgage Loan during any particular Collection
Period will be deemed distributed to the Trustee by the Paying Agent on the
following Distribution Date as follows: (i) first, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC I Regular Interest
to which such Mortgage Loan relates, any Prepayment Premiums collected on or
with respect to such Mortgage Loan; and (ii) second, the Paying Agent shall be
deemed to distribute to the Trustee, as holder of the REMIC II Regular
Interests, any Prepayment Premiums deemed distributed to the REMIC I Regular
Interests, and shall be deemed to distribute such Prepayment Premiums to the
REMIC II Regular Interest then entitled to distributions of principal from the
Principal Distribution Amount (or, if more than one Class of REMIC II Regular
Interests is then entitled to distributions of principal from the Principal
Distribution Amount, such Prepayment Premiums shall be deemed distributed among
such Classes pro rata in accordance with the relevant amounts of entitlements to
distributions of principal). Following such deemed distributions, the Holders of
the respective Classes of Principal Balance Certificates, other than the Class
H, Class J, Class K, Class L, Class M and Class N Certificates, then entitled to
distributions of principal from the Principal Distribution Amount for such
Distribution Date, will be entitled to, and the Paying Agent on behalf of the
Trustee will pay to such Holder(s), an amount equal to, in the case of each such
Class, the lesser of (A) the amount of the Prepayment Premium, and (B) (i) the
amount of the Prepayment Premium multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the excess, if any, of the
Pass-Through Rate applicable to the most senior of such Classes of Certificates
then outstanding (or, if more than one of the Classes of Class A Certificates
are outstanding, the Class with the lowest numerical designation), over the
relevant Discount Rate, and the denominator of which is equal to the excess, if
any, of the Mortgage Rate of the Mortgage Loan that prepaid over the relevant
Discount Rate. If there is more than one such Class of Principal Balance
Certificates entitled to distributions of principal on such Distribution Date,
the aggregate amount described in the preceding sentence will be allocated among
such Classes on a pro rata basis in accordance with the relative amounts of
entitlement to such distributions of principal. Any portion of such Prepayment
Premium that is not so distributed to the Holders of such Principal Balance
Certificates will be distributed to the Holders of the Class X-1 Certificates.
The Trustee shall not be responsible for the Paying Agent's failure to comply
with any withholding requirements.



                                     -115-
<PAGE>

                                  ARTICLE VII

          CONCERNING THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT

                  SECTION 7.1 DUTIES OF THE TRUSTEE, THE FISCAL AGENT AND THE
PAYING AGENT.

                  (a) The Trustee, the Fiscal Agent and the Paying Agent each
shall undertake to perform only those duties as are specifically set forth in
this Agreement and no implied covenants or obligations shall be read into this
Agreement against the Trustee, the Fiscal Agent or the Paying Agent. Any
permissive right of the Trustee, the Fiscal Agent or the Paying Agent provided
for in this Agreement shall not be construed as a duty of the Trustee, the
Fiscal Agent or the Paying Agent. The Trustee, the Fiscal Agent and the Paying
Agent each shall exercise such of the rights and powers vested in it by this
Agreement and following the occurrence and during the continuation of any Event
of Default hereunder, the Trustee and Fiscal Agent and the Paying Agent each
shall use the same degree of care and skill in its exercise as a prudent Person
would exercise or use under the circumstances in the conduct of such Person's
own affairs.

                  (b) The Trustee, the Fiscal Agent or the Paying Agent, as
applicable, upon receipt of all resolutions, certificates, statements, opinions,
reports, documents, orders or other instruments furnished to the Trustee, the
Fiscal Agent or the Paying Agent , as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement, shall
examine them to determine whether they on their face conform to the requirements
of this Agreement; provided that the Trustee, the Fiscal Agent or the Paying
Agent, as the case may be, shall not be responsible for the accuracy or content
of any such resolution, certificate, statement, opinion, report, document, order
or other instrument furnished by the Master Servicer or any other Person to it
pursuant to this Agreement. If any such instrument is found on its face not to
conform to the requirements of this Agreement, the Trustee or the Paying Agent
shall request the providing party to correct the instrument and if not so
corrected, the Trustee shall inform the Certificateholders.

                  (c) Neither the Trustee, the Fiscal Agent nor the Paying Agent
nor any of their respective directors, officers, employees, agents or
Controlling Persons shall have any liability to the Trust or the
Certificateholders arising out of or in connection with this Agreement, except
for their respective negligence or willful misconduct. No provision of this
Agreement shall be construed to relieve the Trustee, the Fiscal Agent, the
Paying Agent or any of their respective directors, officers, employees, agents
or Controlling Persons from liability for their own negligent action, their own
negligent failure to act or their own willful misconduct or bad faith; provided
that:

(i) neither the Trustee, the Fiscal Agent nor the Paying Agent nor any of their
respective directors, officers, employees, agents or Controlling Persons shall
be personally liable with respect to any action taken, suffered or omitted to be
taken by it in its reasonable business judgment in accordance with this
Agreement or at the direction of Holders of Certificates evidencing not less
than a majority of the outstanding Certificate Balance of the Certificates;


                                     -116-
<PAGE>

                        (ii) no provision of this Agreement shall require either
the Trustee, the Fiscal Agent or the Paying Agent to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it;

                        (iii) neither the Trustee, the Fiscal Agent nor the
Paying Agent nor any of their respective directors, officers, employees, agents
or Controlling Persons shall be responsible for any act or omission of the
Master Servicer, the Special Servicer, the Depositor or either Seller, or for
the acts or omissions of each other, including, without limitation, in
connection with actions taken pursuant to this Agreement;

                        (iv) the execution by the Trustee or the Paying Agent of
any forms or plans of liquidation in connection with any REMIC Pool shall not
constitute a representation by the Trustee or the Paying Agent as to the
adequacy of such form or plan of liquidation;

                        (v) none of the Trustee, the Fiscal Agent nor the Paying
Agent shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its duties as Trustee, the Fiscal Agent or the
Paying Agent, as applicable in accordance with this Agreement. In such event,
all legal expense and costs of such action shall be expenses and costs of the
Trust, and the Trustee, the Paying Agent and the Fiscal Agent shall be entitled
to be reimbursed therefor from the Certificate Account pursuant to Section
5.2(a)(vi); and

                        (vi) neither the Trustee, the Fiscal Agent nor the
Paying Agent shall be charged with knowledge of any failure by the Master
Servicer or the Special Servicer or by each other to comply with its obligations
under this Agreement or any act, failure, or breach of any Person upon the
occurrence of which the Trustee, the Fiscal Agent or the Paying Agent may be
required to act, unless a Responsible Officer of the Trustee, the Fiscal Agent
or the Paying Agent, as the case may be, obtains actual knowledge of such
failure.

                  SECTION 7.2 CERTAIN MATTERS AFFECTING THE TRUSTEE, THE FISCAL
AGENT AND THE PAYING AGENT.

 (a) Except as otherwise provided in Section 7.1:

                  (i) the Trustee, the Fiscal Agent and the Paying Agent each
may request, and may rely and shall be protected in acting or refraining from
acting upon any resolution, Officer's Certificate, certificate of auditors or
any other certificate, statement, instrument, opinion, report, notice, request,
consent, order, appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

                  (ii) the Trustee, the Fiscal Agent and the Paying Agent each
may consult with counsel and the advice of such counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;



                                     -117-
<PAGE>

                  (iii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent nor any of their respective directors, officers, employees, agents or
Controlling Persons shall be personally liable for any action taken, suffered or
omitted by such Person in its reasonable business judgment and reasonably
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Agreement;

                  (iv) the Trustee and the Paying Agent shall not be under any
obligation to exercise any remedies after default as specified in this Agreement
or to institute, conduct or defend any litigation hereunder or relating hereto
or make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document (provided the same appears
regular on its face), unless requested in writing to do so by Holders of at
least 25% of the Aggregate Certificate Balance of the Certificates then
outstanding provided that, if the payment within a reasonable time to the
Trustee or the Paying Agent, as applicable, of the costs, expenses or
liabilities likely to be incurred by it in connection with the foregoing is, in
the opinion of such Person not reasonably assured to such Person by the security
afforded to it by the terms of this Agreement, such Person may require
reasonable indemnity against such expense or liability or payment of such
estimated expenses as a condition to proceeding. The reasonable expenses of the
Trustee or the Paying Agent, as applicable, shall be paid by the
Certificateholders requesting such examination;

                  (v) the Trustee, the Fiscal Agent and the Paying Agent each
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys, which agents or
attorneys shall have any or all of the rights, powers, duties and obligations of
the Trustee, the Fiscal Agent and the Paying Agent conferred on them by such
appointment; provided that each of the Trustee, the Fiscal Agent and the Paying
Agent, as the case may be, shall continue to be responsible for its duties and
obligations hereunder and shall not be liable for the actions or omissions of
the Master Servicer, the Special Servicer, the Depositor or the actions or
omissions of each other;

                  (vi) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be required to obtain a deficiency judgment against a Mortgagor;

                  (vii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be required to expend its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such liability is not assured to it;

                  (viii) neither the Trustee nor the Fiscal Agent nor the Paying
Agent shall be liable for any loss on any investment of funds pursuant to this
Agreement;

                  (ix) unless otherwise specifically required by law, neither
the Trustee nor the Fiscal Agent nor the Paying Agent shall be required to post
any surety or bond of any kind in connection with the execution or performance
of its duties hereunder; and

                  (x) except as specifically provided hereunder in connection
with the performance of its specific duties, neither the Trustee nor the Fiscal
Agent nor the Paying Agent


                                     -118-
<PAGE>

shall be responsible for any act or omission of the Master Servicer, the Special
Servicer, the Depositor or of each other.

                  (b) Following the Closing Date, the Trustee shall not accept
any contribution of assets to the Trust not specifically contemplated by this
Agreement unless the Trustee shall have received a Nondisqualification Opinion
at the expense of the Person desiring to contribute such assets with respect to
such contribution.

                  (c) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee, may be enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
any proceeding relating thereto, and any such suit, action or proceeding
instituted by the Trustee shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.


                  (d) The Trustee shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the Trust or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Trustee of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Trustee.

                  (e) The Paying Agent shall timely pay, from its own funds, the
amount of any and all federal, state and local taxes imposed on the Trust or its
assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if, when and
as the same shall be due and payable, (B) any tax on contributions to a REMIC
after the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, but only if such taxes arise out of a breach by the Paying Agent of its
obligations hereunder, which breach constitutes negligence or willful misconduct
of the Paying Agent.

                  SECTION 7.3 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT
NOT LIABLE FOR CERTIFICATES OR INTERESTS OR MORTGAGE LOANS. The Trustee, the
Fiscal Agent and the Paying Agent each makes no representations as to the
validity or sufficiency of this Agreement, the information contained in the
Private Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement or Prospectus for the REMIC III Certificates or Residual
Certificates (other than the Certificate of Authentication on the Certificates
if the Paying Agent is the Authenticating Agent) or of any Mortgage Loan,
Assignment of Mortgage or related document save that (i) each of the Trustee,
the Fiscal Agent and the Paying Agent represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that such
enforceability may be subject to (A) applicable bankruptcy and insolvency laws
and other similar laws affecting the enforcement of the rights of creditors
generally, and (B) general principles of equity regardless of whether such
enforcement is considered in a proceeding in equity or at law and (ii)


                                     -119-
<PAGE>

the Trustee represents that, assuming due execution and delivery by the other
parties hereto, this Agreement has been duly authorized, executed and delivered
by it and constitutes its valid and binding obligation, enforceable against it
in accordance with its terms except that such enforceability may be subject to
(A) applicable bankruptcy and insolvency laws and other similar laws affecting
the enforcement of the rights of creditors generally, and (B) general principles
of equity regardless of whether such enforcement is considered in a proceeding
in equity or at law. None of the Trustee, the Fiscal Agent or the Paying Agent
shall be accountable for the use or application by the Depositor or the Master
Servicer or the Special Servicer or by each other of any of the Certificates or
any of the proceeds of such Certificates, or for the use or application by the
Depositor or the Master Servicer or the Special Servicer or by each other of
funds paid in consideration of the assignment of the Mortgage Loans to the Trust
or deposited into the Distribution Account or any other fund or account
maintained with respect to the Certificates or any account maintained pursuant
to this Agreement or for investment of any such amounts. No recourse shall be
had for any claim based on any provisions of this Agreement, the Private
Placement Memorandum, the Preliminary Prospectus Supplement, the Final
Prospectus Supplement, the Prospectus or the Certificates (except with respect
to the Trustee and Fiscal Agent to the extent of information furnished by the
Trustee and the Fiscal Agent under the caption entitled "DESCRIPTION OF THE
OFFERED CERTIFICATES-- The Trustee and the Fiscal Agent" and with respect to the
Paying Agent, to the extent of information furnished by the Paying Agent under
the caption "DESCRIPTION OF THE OFFERED CERTIFICATES-- Paying Agent, Certificate
Registrar and Authenticating Agent" each in the Preliminary Prospectus
Supplement and the Final Prospectus Supplement), the Mortgage Loans or the
assignment thereof against the Trustee, the Fiscal Agent or the Paying Agent in
such Person's individual capacity and any such claim shall be asserted solely
against the Trust or any indemnitor who shall furnish indemnity as provided
herein. Neither the Trustee nor the Fiscal Agent nor the Paying Agent shall be
liable for any action or failure of any action by the Depositor or the Master
Servicer or the Special Servicer or by each other hereunder. Neither the Trustee
nor the Fiscal Agent nor the Paying Agent shall at any time have any
responsibility or liability for or with respect to the legality, validity or
enforceability of the Mortgages or the Mortgage Loans, or the perfection and
priority of the Mortgages or the maintenance of any such perfection and
priority, or for or with respect to the efficacy of the Trust or its ability to
generate the payments to be distributed to Certificateholders under this
Agreement, including, without limitation, the existence, condition and ownership
of any Mortgaged Property; the existence and enforceability of any hazard
insurance thereon; the validity of the assignment of the Mortgage Loans to the
Trust or of any intervening assignment; the completeness of the Mortgage Loans;
the performance or enforcement of the Mortgage Loans (other than if the Trustee
shall assume the duties of the Master Servicer); the compliance by the
Depositor, each Seller, the Mortgagor or the Master Servicer or the Special
Servicer or by each other with any warranty or representation made under this
Agreement or in any related document or the accuracy of any such warranty or
representation made under this Agreement or in any related document prior to the
receipt by a Responsible Officer of the Trustee of notice or other discovery of
any non-compliance therewith or any breach thereof; any investment of monies by
or at the direction of the Master Servicer or the Special Servicer or any loss
resulting therefrom; the failure of the Master Servicer or any Sub-Servicer or
the Special Servicer to act or perform any duties required of it on behalf of
the Trustee hereunder; or any action by the Trustee taken at the instruction of
the Master Servicer or the Special Servicer.



                                     -120-
<PAGE>

                  SECTION 7.4 THE TRUSTEE, THE FISCAL AGENT AND THE PAYING AGENT
MAY OWN CERTIFICATES. Each of the Trustee, the Fiscal Agent and the Paying Agent
in its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be.


                  SECTION 7.5 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE, THE
FISCAL AGENT AND THE PAYING AGENT. The Trustee hereunder shall at all times be
(i) an institution insured by the FDIC, (ii) a corporation, national bank or
national banking association authorized to exercise corporate trust powers,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by federal or state authority, and (iii) an
institution whose short-term debt obligations are at all times rated not less
than "A-1" by S&P and whose long-term senior unsecured debt is at all times
rated not less than "AA" by Fitch (and not less than "BBB" by Fitch if a Fiscal
Agent is appointed and acting hereunder that has a long-term unsecured rating
that is at least "AA" by Fitch) and "AA-" by S&P (unless a Fiscal Agent is
appointed that has a long-term unsecured rating that is at least "AA" by S&P) or
otherwise acceptable to the Rating Agencies as evidenced by a Rating Agency
Confirmation. If such corporation, national bank or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation,
national bank or national banking association shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with provisions of this Section, the Trustee or the Fiscal Agent
shall resign immediately in the manner and with the effect specified in Section
7.6.

                  (b) The Paying Agent shall be either a bank or trust company
or otherwise authorized under law to exercise corporate trust powers and shall
be rated at least "A" by Fitch and "A" by S&P, unless and to the extent Rating
Agency Confirmation is obtained.

                  SECTION 7.6 RESIGNATION AND REMOVAL OF THE TRUSTEE, THE FISCAL
AGENT OR THE PAYING AGENT.

                  (a) The Trustee, the Fiscal Agent or the Paying Agent may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Depositor, the Master Servicer and the Rating
Agencies; provided that such resignation shall not be effective until its
successor shall have accepted the appointment. Upon receiving such notice of
resignation, the Depositor will promptly appoint a successor trustee, fiscal
agent or paying agent, as the case may be, except in the case of the initial
Trustee or Fiscal Agent, in which case both shall be so replaced but may be
replaced under this paragraph sequentially, by written instrument, one copy of
which instrument shall be delivered to the resigning Trustee or the Fiscal
Agent, one copy to the successor trustee and one copy to each of the Master
Servicer, the Paying Agent and the Rating Agencies. If no successor trustee,
fiscal agent or paying agent shall have been so appointed, as the case may be,
and shall have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, the Fiscal Agent or the Paying



                                     -121-
<PAGE>

Agent, as the case may be, may petition any court of competent jurisdiction for
the appointment of a successor trustee, fiscal agent or paying agent, as the
case may be. It shall be a condition to the appointment of a successor trustee
or fiscal agent that such entity satisfies the eligibility requirements set
forth in Section 7.5.

                  (b) If at any time (i) the Trustee shall cease to be eligible
in accordance with the provisions of Section 7.5 and shall fail to resign after
written request therefor by the Depositor, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust or any REMIC Pool by any state
in which the Trustee or the Trust held by the Trustee is located solely because
of the location of the Trustee in such state; provided, however, that, if the
Trustee agrees to indemnify the Trust for such taxes, it shall not be removed
pursuant to this clause (iii), (iv) the continuation of the Trustee as such
would result in a downgrade, qualification or withdrawal of the rating by the
Rating Agencies of any Class of Certificates with a rating as evidenced in
writing by the Rating Agencies or (v) with respect with the initial Trustee, a
Fiscal Agent Termination Event has occurred unless the Trustee has satisfied the
ratings required by clause (iii) of Section 7.5, then the Depositor may remove
such Trustee and appoint a successor trustee by written instrument, one copy of
which instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee and one copy to each of the Master Servicer and the Rating
Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above,
the Trustee shall bear all such costs of transfer. Such succession shall take
effect after a successor trustee has been appointed. In the case of the removal
of the initial Trustee, the Depositor shall also remove the Fiscal Agent. In
this case, the procedures and liability for costs of such removal shall be the
same as they are stated in subsection (c) with respect to the Fiscal Agent.

                  (c) If at any time (i) the Fiscal Agent shall cease to be
eligible in accordance with the provisions of Section 7.5 and shall fail to
resign after written request therefor by the Depositor, or (ii) a Fiscal Agent
Termination Event has occurred, then the Depositor shall send a written notice
of termination to the Fiscal Agent (which notice shall specify the reason for
such termination) and remove such Fiscal Agent and appoint a successor Fiscal
Agent by written instrument, one copy of which instrument shall be delivered to
the Fiscal Agent so removed, one copy to the successor Fiscal Agent, and one
copy to each of the Trustee, the Master Servicer and the Rating Agencies. In all
such cases, the Fiscal Agent shall bear all costs of transfer to a successor
Fiscal Agent, such succession only to take effect after a successor Fiscal Agent
has been appointed. In the case of the initial Fiscal Agent, the Depositor may,
but is not required to, also remove the Trustee. In this case, the procedures
and liability for costs of such removal shall be the same as they are stated in
subsection (b) with respect to the Trustee.

                  (d) If at any time (i) the Paying Agent shall cease to be
eligible in accordance with the provisions of Section 7.5(b) and shall fail to
resign after written request therefor by the Depositor, (ii) the Paying Agent
shall become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Paying Agent or of its property shall be appointed, or any
public officer shall take charge or control of the Paying Agent or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with


                                     -122-
<PAGE>

respect to the Trust or any REMIC Pool by any state in which the Paying Agent is
located solely because of the location of the Paying Agent in such state;
provided, however, that, if the Paying Agent agrees to indemnify the Trust for
such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the
continuation of the Paying Agent as such would result in a downgrade,
qualification or withdrawal, as applicable, of the rating by the Rating Agencies
of any Class of Certificates with a rating as evidenced in writing by the Rating
Agencies, then the Depositor or the Trustee shall send a written notice of
termination to the Paying Agent (which notice shall specify the reason for such
termination) and remove such Paying Agent and the Depositor shall appoint a
successor Paying Agent by written instrument, one copy of which instrument shall
be delivered to the Paying Agent so removed, one copy to the successor Paying
Agent, and one copy to each of the Trustee, the Master Servicer and the Rating
Agencies. In all such cases, the Paying Agent shall bear all costs of transfer
to a successor Paying Agent, such succession only to take effect after a
successor Paying Agent has been appointed.

                  (e) The Holders of more than 50% of the Aggregate Certificate
Balance of the Certificates then outstanding may for cause upon 30 days' written
notice to the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
and to the Depositor remove the Trustee, the Fiscal Agent or the Paying Agent,
as the case may be, by such written instrument, signed by such Holders or their
attorney-in-fact duly authorized, one copy of which instrument shall be
delivered to the Depositor and one copy to the Trustee, the Fiscal Agent or the
Paying Agent, as the case may be, so removed; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee or Fiscal Agent or the Paying
Agent, as the case may be, in accordance with this Section.

                  (f) Any resignation or removal of the Trustee, the Fiscal
Agent or the Paying Agent, as the case may be, and appointment of a successor
trustee, fiscal agent or paying agent pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor
trustee, fiscal agent or paying agent, as the case may be, as provided in
Section 7.7. Upon any succession of the Trustee, the Fiscal Agent or the Paying
Agent under this Agreement, the predecessor Trustee, Fiscal Agent or Paying
Agent, as the case may be, shall be entitled to the payment of compensation and
reimbursement agreed to under this Agreement for services rendered and expenses
incurred. The Trustee, the Fiscal Agent or the Paying Agent shall not be liable
for any action or omission of any successor Trustee, Fiscal Agent or Paying
Agent, as the case may be.

                  SECTION 7.7 SUCCESSOR TRUSTEE, FISCAL AGENT OR PAYING AGENT.

                  (a) Any successor Trustee, Fiscal Agent or Paying Agent
appointed as provided in Section 7.6 shall execute, acknowledge and deliver to
the Depositor and to its predecessor Trustee, Fiscal Agent or Paying Agent, as
the case may be, an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee, Fiscal Agent or
Paying Agent, as the case may be, shall become effective and such successor
Trustee, Fiscal Agent or Paying Agent, as the case may be, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
originally named as Trustee, Fiscal Agent or Paying Agent herein. The
predecessor Trustee, Fiscal Agent or Paying Agent shall deliver (at such
predecessor's own expense) to the successor Trustee, Fiscal Agent or Paying
Agent all


                                     -123-
<PAGE>

Mortgage Files and documents and statements related to the Mortgage Files held
by it hereunder, and the predecessor Trustee shall duly assign, transfer,
deliver and pay over (at such predecessor's own expense) to the successor
Trustee, the entire Trust, together with all instruments of transfer and
assignment or other documents properly executed necessary to effect such
transfer. The predecessor Trustee, Fiscal Agent or Paying Agent, as the case may
be, shall also deliver all records or copies thereof maintained by the
predecessor Trustee, Fiscal Agent or Paying Agent in the administration hereof
as may be reasonably requested by the successor Trustee, Fiscal Agent or Paying
Agent, as applicable, and shall thereupon be discharged from all duties and
responsibilities under this Agreement. In addition, the Depositor and the
predecessor Trustee, Fiscal Agent or Paying Agent shall execute and deliver such
other instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor Trustee, Fiscal Agent or
Paying Agent, as the case may be, all such rights, powers, duties and
obligations. Anything herein to the contrary notwithstanding, in no event shall
the combined fees payable to a successor Trustee exceed the Trustee Fee.

                  (b) No successor Trustee, Fiscal Agent or Paying Agent shall
accept appointment as provided in this Section unless at the time of such
appointment such successor Trustee, Fiscal Agent or Paying Agent, as the case
may be, shall be eligible under the provisions of Section 7.5.

                  (c) Upon acceptance of appointment by a successor Trustee,
Fiscal Agent or Paying Agent as provided in this Section, the successor Trustee,
Fiscal Agent or Paying Agent shall mail notice of the succession of such
Trustee, Fiscal Agent or Paying Agent hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Rating
Agencies. The expenses of such mailing shall be borne by the successor Trustee,
Fiscal Agent or Paying Agent. If the successor Trustee, Fiscal Agent or Paying
Agent fails to mail such notice within 10 days after acceptance of appointment
by the successor Trustee, Fiscal Agent or Paying Agent, the Master Servicer
shall cause such notice to be mailed at the expense of the successor Trustee,
Fiscal Agent or Paying Agent, as applicable.

                  SECTION 7.8 MERGER OR CONSOLIDATION OF TRUSTEE, FISCAL AGENT
OR PAYING AGENT. Any Person into which the Trustee, Fiscal Agent or Paying Agent
may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Trustee,
Fiscal Agent or Paying Agent shall be a party, or any Persons succeeding to the
business of such Trustee, Fiscal Agent or Paying Agent, shall be the successor
of such Trustee, Fiscal Agent or Paying Agent, as the case may be, hereunder, as
applicable, provided that such Person shall be eligible under the provisions of
Section 7.5, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

                  SECTION 7.9 APPOINTMENT OF CO-TRUSTEE, SEPARATE TRUSTEE,
AGENTS OR CUSTODIAN.

                  (a) Notwithstanding any other provisions hereof, at any time,
the Trustee, the Depositor or, in the case of the Trust, the Certificateholders
evidencing more than 50% of the Aggregate Certificate Balance of the
Certificates then outstanding shall each have the power


                                     -124-
<PAGE>

from time to time to appoint one or more Persons to act either as co-trustees
jointly with the Trustee or as separate trustees, or as custodians, for the
purpose of holding title to, foreclosing or otherwise taking action with respect
to any Mortgage Loan outside the state where the Trustee has its principal place
of business where such separate trustee or co-trustee is necessary or advisable
(or the Trustee is advised by the Master Servicer or Special Servicer that such
separate trustee or co-trustee is necessary or advisable) under the laws of any
state in which a property securing a Mortgage Loan is located or for the purpose
of otherwise conforming to any legal requirement, restriction or condition in
any state in which a property securing a Mortgage Loan is located or in any
state in which any portion of the Trust is located. The separate trustees,
co-trustees, or custodians so appointed shall be trustees or custodians for the
benefit of all the Certificateholders, shall have such powers, rights and
remedies as shall be specified in the instrument of appointment and shall be
deemed to have accepted the provisions of this Agreement; provided that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee; provided, further that the Trustee shall be liable for the actions
of any co-trustee or separate trustee appointed by it and shall have no
liability for the actions of any co-trustee or separate trustee appointed by the
Depositor or the Certificateholders pursuant to this paragraph.

                  (b) The Trustee or the Paying Agent, as the case may be, may
from time to time appoint one or more independent third-party agents to perform
all or any portion of its administrative duties hereunder (i.e., collection and
distribution of funds, preparation and dissemination of reports, monitoring
compliance, etc.). The Trustee or the Paying Agent, as the case may be, shall
supervise and oversee such agents appointed by it. The terms of any arrangement
or agreement between the Trustee or the Paying Agent, as the case may be, and
such agent, may be terminated, without cause and without the payment of any
termination fees in the event the Trustee or the Paying Agent, as the case may
be, is terminated in accordance with this Agreement. In addition, neither the
Trust nor the Certificateholders shall have any liability or direct obligation
to such agent. Notwithstanding the terms of any such agreement, the Trustee or
the Paying Agent, as the case may be, shall remain at all times obligated and
liable to the Trust and the Certificateholders for performing its duties
hereunder.

                  (c) Every separate trustee, co-trustee, and custodian shall,
to the extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                        (i) all powers, duties, obligations and rights conferred
upon the Trustee in respect of the receipt, custody and payment of moneys shall
be exercised solely by the Trustee;

                        (ii) all other rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee, co-trustee, or
custodian jointly, except to the extent that under any law of any jurisdiction
in which any particular act or acts are to be performed (whether as Trustee
hereunder or as successor to the Master Servicer hereunder) the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations, including the holding of title to the
Trust or any portion thereof in any such jurisdiction, shall be exercised and
performed by such separate trustee, co-trustee, or custodian;



                                     -125-
<PAGE>

                        (iii) no trustee or custodian hereunder shall be
personally liable by reason of any act or omission of any other trustee or
custodian hereunder; and

                        (iv) the Trustee or, in the case of the Trust, the
Certificateholders evidencing more than 50% of the Aggregate Principal Amount of
the Certificates then outstanding may at any time accept the resignation of or
remove any separate trustee, co-trustee or custodian, so appointed by it or
them, if such resignation or removal does not violate the other terms of this
Agreement.

                  (d) Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.

                  (e) Any separate trustee, co-trustee or custodian may, at any
time, constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee, co-trustee or custodian shall die, become incapable of acting, resign
or be removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.

                  (f) No separate trustee, co-trustee or custodian hereunder
shall be required to meet the terms of eligibility as a successor trustee under
Section 7.5 hereof and no notice to Certificateholders of the appointment of any
separate trustee, co-trustee or custodian hereunder shall be required.

                  (g) The Trustee agrees to instruct the co-trustees, if any, to
the extent necessary to fulfill the Trustee's obligations hereunder.

                  (h) The Trustee shall pay the reasonable compensation of the
co-trustees, separate trustees or custodians appointed by the Trustee pursuant
to this Section 7.9 to the extent, and in accordance with the standards,
specified in Section 7.12 hereof.

                  (i) Subject to the consent of the Depositor, which consent
shall not be unreasonably withheld, the Trustee, at its sole cost and expense,
may appoint at any time a successor Custodian. Until such time as the Trustee
appoints a successor Custodian, the Trustee shall be the Custodian hereunder.
Upon the appointment of a successor custodian, the Trustee and the Custodian
shall enter into a custodial agreement.



                                     -126-
<PAGE>

                  SECTION 7.10 AUTHENTICATING AGENTS.

                  (a) The Paying Agent shall serve as the initial Authenticating
Agent hereunder for the purpose of executing and authenticating Certificates.
Any successor Authenticating Agent must be acceptable to the Depositor and must
be a corporation or national bank organized and doing business under the laws of
the United States of America or of any state and having a principal office and
place of business in the Borough of Manhattan in the City and State of New York,
having a combined capital and surplus of at least $50,000,000, authorized under
such laws to do a trust business and subject to supervision or examination by
federal or state authorities.

                  (b) Any Person into which the Authenticating Agent may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the
Authenticating Agent shall be a party, or any Person succeeding to the corporate
agency business of the Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


                  (c) The Authenticating Agent may at any time resign by giving
at least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of the
Authenticating Agent by giving written notice of termination to the
Authenticating Agent and the Depositor; provided that the Trustee may not
terminate the Paying Agent as Authenticating Agent unless the Paying Agent shall
be removed as Paying Agent hereunder. Upon receiving a notice of resignation or
upon such a termination, or in case at any time the Authenticating Agent shall
cease to be eligible in accordance with the provisions of Section 7.10(a), the
Trustee may appoint a successor Authenticating Agent, shall give written notice
of such appointment to the Depositor and shall mail notice of such appointment
to all Holders of Certificates. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. No such Authenticating
Agent shall be appointed unless eligible under the provisions of Section
7.10(a). No Authenticating Agent shall have responsibility or liability for any
action taken by it as such at the direction of the Trustee.

                  SECTION 7.11 INDEMNIFICATION OF TRUSTEE, THE FISCAL AGENT AND
THE PAYING AGENT.

                  (a) The Trustee, the Fiscal Agent, the Certificate Registrar
and the Paying Agent and each of its respective directors, officers, employees,
agents and Controlling Persons shall be entitled to indemnification from the
Trust for any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgements and any other costs, liabilities, fees and
expenses incurred in connection with any legal action incurred without
negligence or willful misconduct on their respective part, arising out of, or in
connection with this Agreement, the Certificates and the acceptance or
administration of the trusts or duties created hereunder (including, without
limitation, any unanticipated loss, liability or expense incurred in connection
with any action or inaction of the Master Servicer, the Special Servicer or the
Depositor or of


                                     -127-
<PAGE>

each other such Person hereunder but only to the extent the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, is
unable to recover within a reasonable period of time such amount from such third
party pursuant to this Agreement) including the costs and expenses of defending
themselves against any claim in connection with the exercise or performance of
any of their powers or duties hereunder and the Trustee, the Fiscal Agent, the
Certificate Registrar and the Paying Agent and each of their respective
directors, officers, employees, agents and Controlling Persons shall be entitled
to indemnification from the Trust for any unanticipated loss, liability or
expense incurred in connection with the provision by the Trustee, the Fiscal
Agent, the Certificate Registrar and the Paying Agent of the reports required to
be provided by it pursuant to this Agreement; provided that:

                        (i) with respect to any such claim, the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
shall have given the Depositor, the Master Servicer, the Sellers, each other and
the Holders of the Certificates written notice thereof promptly after a
Responsible Officer of the Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, shall have knowledge thereof; provided,
however, that failure to give such notice to the Depositor, Master Servicer, the
Sellers, each other and the Holders of Certificates shall not affect the
Trustee's, Fiscal Agent's, Certificate Registrar's or Paying Agent's, as the
case may be, rights to indemnification herein unless the Depositor's defense of
such claim on behalf of the Trust is materially prejudiced thereby;

                        (ii) while maintaining control over its own defense, the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, shall cooperate and consult fully with the Depositor in preparing
such defense; and

                        (iii) notwithstanding anything to the contrary in this
Section 7.11, the Trust shall not be liable for settlement of any such claim by
the Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as
the case may be, entered into without the prior consent of the Depositor, which
consent shall not be unreasonably withheld.

                  (b) The provisions of this Section 7.11 shall survive any
termination of this Agreement and the resignation or removal of the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be.

                  (c) The Depositor shall indemnify and hold harmless the
Trustee, the Fiscal Agent, the Certificate Registrar or the Paying Agent, as the
case may be, their respective directors, officers, employees or agents and
Controlling Persons from and against any loss, claim, damage or liability, joint
or several, and any action in respect thereof, to which the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case may be, their
respective directors, officers, employees or agents or Controlling Person may
become subject under the 1933 Act, insofar as such loss, claim, damage,
liability or action arises out of, or is based upon any untrue statement or
alleged untrue statement of a material fact contained in the Private Placement
Memorandum, the Preliminary Prospectus Supplement, the Final Prospectus
Supplement or the Prospectus, or arises out of, or is based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein in light of the circumstances under
which they were made, not misleading and shall reimburse the Trustee, the Fiscal
Agent, the Certificate Registrar or the Paying Agent, as the case


                                     -128-
<PAGE>

may be, their respective directors, officers, employees, agents or Controlling
Person for any legal and other expenses reasonably incurred by the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
or any such director, officer, employee, agent or Controlling Person in
investigating or defending or preparing to defend against any such loss, claim,
damage, liability or action; provided, that the Depositor shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission made in any such Private Placement Memorandum, Preliminary
Prospectus Supplement, Final Prospectus Supplement or Prospectus in reliance
upon and in conformity with written information concerning the Trustee, the
Fiscal Agent, the Certificate Registrar or the Paying Agent, as the case may be,
furnished to the Depositor by or on behalf of such person specifically for
inclusion therein. It is hereby expressly agreed that the only written
information provided by the Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, for inclusion in the Preliminary
Prospectus Supplement and Final Prospectus Supplement is set forth in the case
of the Trustee in the second, fourth and fifth sentences and in the case of the
Fiscal Agent in the penultimate sentence under the caption entitled "DESCRIPTION
OF THE OFFERED CERTIFICATES--The Trustee and the Fiscal Agent" and in the case
of the Paying Agent, the third and fourth sentences under the "DESCRIPTION OF
THE OFFERED CERTIFICATES--The Paying Agent, Certificate Registrar and the
Authenticating Agent". The Trustee, the Fiscal Agent, the Certificate Registrar
or the Paying Agent, as the case may be, shall immediately notify the Depositor
and the Sellers if a claim is made by a third party with respect to this Section
7.11(c) entitling such person, its directors, officers, employees, agents or
Controlling Person to indemnification hereunder, whereupon the Depositor shall
assume the defense of any such claim (with counsel reasonably satisfactory to
such person) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Depositor shall not affect any rights the Trustee, the Fiscal Agent, the
Certificate Registrar or the Paying Agent, as the case may be, their respective
directors, officers, employees, agents or Controlling Person may have to
indemnification under this Section 7.11(c), unless the Depositor's defense of
such claim is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the resignation or removal
of the Trustee, the Fiscal Agent or the Paying Agent. The Depositor shall not be
indemnified by the Trust for any expenses incurred by the Depositor arising from
any violation or alleged violation of the 1933 Act or 1934 Act by the Depositor.


                  SECTION 7.12 FEES AND EXPENSES OF TRUSTEE, THE FISCAL AGENT
AND THE PAYING AGENT. The Trustee shall be entitled to receive the Trustee Fee
(other than the portion thereof constituting the Paying Agent Fee) and the
Paying Agent shall be entitled to receive the Paying Agent Fee, pursuant to
Section 5.3(b)(ii) (which shall not be limited by any provision of law with
respect to the compensation of a trustee of an express trust), for all services
rendered by it in the execution of the trusts hereby created and in the exercise
and performance of any of the powers and duties respectively, hereunder of the
Trustee and the Paying Agent. The Trustee, the Fiscal Agent and the Paying Agent
shall also be entitled to recover from the Trust all reasonable unanticipated
expenses and disbursements incurred or made by the Trustee, the Fiscal Agent and
the Paying Agent in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the reasonable expenses and
disbursements of its counsel and other


                                     -129-
<PAGE>

Persons not regularly in its employ), not including expenses incurred in the
ordinary course of performing its duties as Trustee, Fiscal Agent or Paying
Agent, respectively hereunder, and except any such expense, disbursement or
advance as may arise from the negligence or bad faith of such Person or which is
the responsibility of the Holders of the Certificates hereunder. The provisions
of this Section 7.12 shall survive any termination of this Agreement and the
resignation or removal of the Trustee, the Fiscal Agent or the Paying Agent.

                  SECTION 7.13 COLLECTION OF MONEYS. Except as otherwise
expressly provided in this Agreement, the Trustee and the Paying Agent may
demand payment or delivery of, and shall receive and collect, all money and
other property payable to or receivable by the Trustee or the Paying Agent, as
the case may be, pursuant to this Agreement. The Trustee or the Paying Agent, as
the case may be, shall hold all such money and property received by it as part
of the Trust and shall distribute it as provided in this Agreement. If the
Trustee or the Paying Agent, as the case may be, shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee or the Paying Agent, as the case may be, shall request the
Master Servicer to make such distribution as promptly as practicable or legally
permitted. If the Trustee or the Paying Agent, as the case may be, shall
subsequently receive any such amount, it may withdraw such request.

                  SECTION 7.14 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

                  (a) On and after the time the Master Servicer is terminated
pursuant to this Agreement, the Trustee shall be the successor in all respects
to the Master Servicer in its capacity under this Agreement and the transactions
set forth or provided for therein and shall have all the rights and powers and
be subject to all the responsibilities, duties and liabilities relating thereto
and arising thereafter placed on the Master Servicer by the terms and provisions
of this Agreement; provided that, any failure to perform such duties or
responsibilities caused by the Master Servicer's failure to provide required
information shall not be considered a default by the Trustee hereunder. In
addition, the Trustee shall have no liability relating to (i) the
representations and warranties of the Master Servicer contained in this
Agreement or (ii) any obligation incurred by the Master Servicer prior to its
termination or resignation (including, without limitation, the Master Servicer's
obligation to repay losses resulting from the investment of funds in any account
established under this Agreement), except any ongoing obligations to the Primary
Servicers arising after the termination of the Master Servicer from their
servicing rights and obligations under the applicable Primary Servicing
Agreement. In the Trustee's capacity as such successor, the Trustee shall have
the same limitations on liability granted to the Master Servicer in this
Agreement. As compensation therefor, the Trustee shall be entitled to receive
all the compensation payable to the Master Servicer set forth in this Agreement,
including, without limitation, the Master Servicing Fee.

                  (b) Notwithstanding the above, the Trustee (A) may, if the
Trustee is unwilling to so act, or (B) shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint any
established commercial or multifamily mortgage finance institution, servicer or
special servicer or mortgage servicing institution having a net worth of not
less than $15,000,000, meeting such other standards for a successor servicer as
are set forth in this Agreement and with respect to which Rating Agency
Confirmation is obtained, as the successor to the Master Servicer hereunder in
the assumption of all of the responsibilities, duties or


                                     -130-
<PAGE>

liabilities of a servicer as Master Servicer hereunder. Pending any such
appointment, the Trustee shall act in such capacity as hereinabove provided. Any
entity designated by the Trustee as successor Master Servicer may be an
Affiliate of the Trustee; provided that, such Affiliate must meet the standards
for the Master Servicer as set forth herein. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree subject to Section 8.10. The Trustee and such successor shall take such
actions, consistent with this Agreement as shall be necessary to effectuate any
such succession. The Master Servicer shall cooperate with the Trustee and any
successor servicer in effecting the termination of the Master Servicer's
responsibilities and rights under this Agreement, including, without limitation,
notifying Mortgagors of the assignment of the servicing function and providing
the Trustee and successor servicer all documents and records in its possession
in electronic or other form reasonably requested by the successor servicer to
enable the successor servicer to assume the Master Servicer's functions
hereunder and the transfer to the Trustee or such successor servicer of all
amounts which shall at the time be or should have been deposited by the Master
Servicer in the Certificate Account and any other account or fund maintained
with respect to the Certificates or thereafter be received by the Master
Servicer with respect to the Mortgage Loans. Neither the Trustee nor any other
successor servicer shall be deemed to be in default hereunder by reason of any
failure to make, or any delay in making, any distribution hereunder or any
portion thereof caused by (i) the failure of the Master Servicer to deliver, or
any delay in delivering, cash, documents or records to it, or (ii) restrictions
imposed by any regulatory authority having jurisdiction over the Master
Servicer. The Trustee shall be reimbursed for all of its out-of-pocket expenses
incurred in connection with obtaining such successor Master Servicer by the
Trust within 30 days of the Trustee's submission of an invoice with respect
thereto, to the extent such expenses have not been reimbursed by the Master
Servicer as provided herein; such expenses paid by the Trust shall be deemed to
be an Additional Trust Expense.

                  (c) On and after the time the Special Servicer is terminated
pursuant to this Agreement, in accordance with Section 9.30, the Trustee shall
be the successor in all respects to the Special Servicer in its capacity under
this Agreement and the transactions set forth or provided for therein and shall
have all the rights and powers and be subject to all the responsibilities,
duties and liabilities relating thereto and arising thereafter placed on the
Special Servicer by the terms and provisions of this Agreement; provided that,
any failure to perform such duties or responsibilities caused by the Special
Servicer's failure to provide required information shall not be considered a
default by the Trustee hereunder. In addition, the Trustee shall have no
liability relating to (i) the representations and warranties of the Special
Servicer contained in this Agreement or (ii) any obligation incurred by the
Special Servicer prior to its termination or resignation. In the Trustee's
capacity as such successor, the Trustee shall have the same limitations on
liability granted to the Special Servicer in this Agreement. As compensation
therefor, the Trustee shall be entitled to receive all the compensation payable
to the Special Servicer set forth in this Agreement, including, without
limitation the Special Servicer Compensation.

                  (d) Notwithstanding the above, the Trustee may, if the Trustee
shall be unwilling to so act, or shall, if it is unable to so act, appoint, or
petition a court of competent jurisdiction to appoint, any established
commercial or multifamily mortgage finance institution, special servicer or
mortgage servicing institution having a net worth of not less than


                                     -131-
<PAGE>

$15,000,000, and meeting such other standards for a successor Special Servicer
as are set forth in Section 9.21, and with respect to which Rating Agency
Confirmation is obtained, as the successor to the Special Servicer hereunder in
the assumption of all of the responsibilities, duties or liabilities of a
special servicer as Special Servicer hereunder. Pending any such appointment,
the Trustee shall act in such capacity as hereinabove provided. Any entity
designated by the Trustee as successor Special Servicer may be an Affiliate of
the Trustee; provided that, such Affiliate must meet the standards for a
successor Special Servicer set forth herein. In connection with such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor shall
agree; provided that no such compensation shall be in excess of that permitted
to the Special Servicer under this Agreement. The Trustee and such successor
shall take such actions, consistent with this Agreement as shall be necessary to
effectuate any such succession. The Special Servicer shall cooperate with the
Trustee and any successor Special Servicer in effecting the termination of the
Special Servicer's responsibilities and rights under this Agreement, including,
without limitation, notifying Mortgagors of Specially Serviced Mortgage Loans of
the assignment of the special servicing function and providing the Trustee and
successor Special Servicer all documents and records in its possession in
electronic or other form reasonably requested by the successor Special Servicer
to enable the successor Special Servicer to assume the Special Servicer's
functions hereunder and the transfer to the Trustee or such successor Special
Servicer of all amounts which shall at the time be or should have been deposited
by the Special Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received by the
Special Servicer with respect to the Mortgage Loans. Neither the Trustee nor any
other successor Special Servicer shall be deemed to be in default hereunder by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Special
Servicer to deliver, or any delay in delivering, cash, documents or records to
it, or (ii) restrictions imposed by any regulatory authority having jurisdiction
over the Special Servicer. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
Special Servicer by the Trust within 30 days of submission of an invoice with
respect thereto but only to the extent such expenses have not been reimbursed by
the Special Servicer as provided herein; and such expenses paid by the Trust
shall be deemed to be an Additional Trust Expense

                  SECTION 7.15 NOTIFICATION TO HOLDERS. Upon termination of the
Master Servicer, the Paying Agent or the Special Servicer, or appointment of a
successor to the Master Servicer, the Paying Agent or the Special Servicer, the
Trustee shall promptly mail notice thereof by first class mail to the Rating
Agencies, the Operating Adviser, the Sellers and the Certificateholders at their
respective addresses appearing on the Certificate Register.

                  SECTION 7.16 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE,
THE FISCAL AGENT AND THE PAYING AGENT.

                  (a) The Trustee hereby represents and warrants as of the date
hereof that:

                        (i) the Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws governing its
creation and existence and has


                                     -132-
<PAGE>

full power and authority to own its property, to carry on its business as
presently conducted, and to enter into and perform its obligations under this
Agreement;

                        (ii) the execution and delivery by the Trustee of this
Agreement have been duly authorized by all necessary action on the part of the
Trustee; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Trustee
or its properties that would materially and adversely affect the Trustee's
ability to perform its obligations under this Agreement, (ii) the organizational
documents of the Trustee, or (iii) the terms of any material agreement or
instrument to which the Trustee is a party or by which it is bound; the Trustee
is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement;

                        (iii) the execution, delivery and performance by the
Trustee of this Agreement and the consummation of the transactions contemplated
by this Agreement do not require the consent, approval, authorization or order
of, the giving of notice to or the registration with any state, federal or other
governmental authority or agency, except such as has been or will be obtained,
given, effected or taken in order for the Trustee to perform its obligations
under this Agreement; (iv) this Agreement has been duly executed and delivered
by the Trustee and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Trustee,
enforceable against the Trustee in accordance with its terms, subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
moratorium and other similar laws affecting creditors' rights generally as from
time to time in effect, and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);
and

                        (v) no litigation is pending or, to the Trustee's
knowledge, threatened, against the Trustee that, either in one instance or in
the aggregate, would draw into question the validity of this Agreement, or which
would be likely to impair materially the ability of the Trustee to perform under
the terms of this Agreement.

                  (b) The Fiscal Agent hereby represents and warrants as of the
date hereof that:

                        (i) the Fiscal Agent is a foreign banking corporation
duly organized, validly existing and in good standing under the laws governing
its creation and existence and has full corporate power and authority to own its
property, to carry on its business as presently conducted, and to enter into and
perform its obligations under this Agreement;

                        (ii) the execution and delivery by the Fiscal Agent of
this Agreement have been duly authorized by all necessary corporate action on
the part of the Fiscal Agent; neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated in this
Agreement, nor compliance with the provisions of this


                                     -133-
<PAGE>

Agreement, will conflict with or result in a breach of, or constitute a default
under, (i) any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on the Fiscal Agent or its properties that
would materially and adversely affect the Fiscal Agent's ability to perform its
obligations under this Agreement, (ii) the organizational documents of the
Fiscal Agent, or

                        (iii) the terms of any material agreement or instrument
to which the Fiscal Agent is a party or by which it is bound; the Fiscal Agent
is not in default with respect to any order or decree of any court or any order,
regulation or demand of any federal, state, municipal or other governmental
agency, which default would materially and adversely affect its performance
under this Agreement; (iii) the execution, delivery and performance by the
Fiscal Agent of this Agreement and the consummation of the transactions
contemplated by this Agreement do not require the consent, approval,
authorization or order of, the giving of notice to, or the registration with,
any state, federal or other governmental authority or agency, except such as has
been obtained, given, effected or taken prior to the date hereof;

                        (iv) this Agreement has been duly executed and delivered
by the Fiscal Agent and, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of the
Fiscal Agent, enforceable against the Fiscal Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

                        (v) no litigation is pending or, to the Fiscal Agent's
knowledge, threatened, against the Fiscal Agent that, either in any one instance
or in the aggregate, would draw into question the validity of this Agreement, or
which would be likely to impair materially the ability of the Fiscal Agent to
perform under the terms of this Agreement.

                  (c) The Paying Agent hereby represents and warrants as of the
date hereof that:

                        (i) the Paying Agent is a national banking association,
duly organized, validly existing and in good standing under the laws governing
its creation and existence and has full power and authority to own its property,
to carry on its business as presently conducted, and to enter into and perform
its obligations under this Agreement;

                        (ii) the execution and delivery by the Paying Agent of
this Agreement have been duly authorized by all necessary action on the part of
the Paying Agent; neither the execution and delivery of this Agreement, nor the
consummation of the transactions contemplated in this Agreement, nor compliance
with the provisions of this Agreement, will conflict with or result in a breach
of, or constitute a default under, (i) any of the provisions of any law,
governmental rule, regulation, judgment, decree or order binding on the Paying
Agent or its properties that would materially and adversely affect the Paying
Agent's ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Paying Agent, or (iii) the terms of any material
agreement or instrument to which the Paying Agent is a party or by which it is
bound; the Paying Agent is not in default with respect to any order or decree of
any


                                     -134-
<PAGE>

court or any order, regulation or demand of any federal, state, municipal or
other governmental agency, which default would materially and adversely affect
its performance under this Agreement;

                        (iii) the execution, delivery and performance by the
Paying Agent of this Agreement and the consummation of the transactions
contemplated by this Agreement do not require the consent, approval,
authorization or order of, the giving of notice to or the registration with any
state, federal or other governmental authority or agency, except such as has
been or will be obtained, given, effected or taken in order for the Paying Agent
to perform its obligations under this Agreement;

                        (iv) this Agreement has been duly executed and delivered
by the Paying Agent and, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of the
Paying Agent, enforceable against the Paying Agent in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law); and

                        (v) there are no actions, suits or proceeding pending
or, to the best of the Paying Agent's knowledge, threatened, against the Paying
Agent that, either in one instance or in the aggregate, would draw into question
the validity of this Agreement, or which would be likely to impair materially
the ability of the Paying Agent to perform under the terms of this Agreement.

                        SECTION 7.17 FIDELITY BOND AND ERRORS AND OMISSIONS
INSURANCE POLICY MAINTAINED BY THE TRUSTEE, THE FISCAL AGENT AND THE PAYING
AGENT. Each of the Trustee, the Fiscal Agent and the Paying Agent, at its own
respective expense, shall maintain in effect a Fidelity Bond and a Errors and
Omissions Insurance Policy. The Errors and Omissions Insurance Policy and
Fidelity Bond shall be issued by a Qualified Insurer in form and in amount
customary for trustees, fiscal agents or paying agents in similar transactions
(unless the Trustee, the Fiscal Agent or the Paying Agent, as the case may be,
self insures as provided below). In the event that any such Errors and Omissions
Insurance Policy or Fidelity Bond ceases to be in effect, the Trustee, the
Fiscal Agent or the Paying Agent, as the case may be, shall obtain a comparable
replacement policy or bond from an insurer or issuer meeting the requirements
set forth above as of the date of such replacement. So long as the long-term
debt rating of the Trustee, the Fiscal Agent or the Paying Agent, as the case
may be, is not less than "A" as rated by Fitch, if rated by Fitch and "BBB" as
rated by S&P, if rated by S&P, respectively, the Trustee, the Fiscal Agent or
the Paying Agent, as the case may be, may self-insure for the Fidelity Bond and
the Errors and Omissions Insurance Policy.



                                     -135-
<PAGE>

                                  ARTICLE VIII

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

                  SECTION 8.1 SERVICING STANDARD; SERVICING DUTIES.

                  (a) Subject to the express provisions of this Agreement, for
and on behalf of the Trust and for the benefit of the Certificateholders as a
whole, the Master Servicer shall service and administer the Mortgage Loans and
the B Notes in accordance with the Servicing Standard and the terms of this
Agreement. References to "Mortgage Loans" contained in this Article VIII, unless
otherwise specified, shall be construed to refer also to the B Notes (but any
other terms that are defined in Article I and used in this Article VIII shall be
construed according to such definitions without regard to this sentence).

                  In connection with such servicing and administration, the
Master Servicer shall seek to maximize the timely recovery of principal and
interest on the Mortgage Notes in the best economic interests of the
Certificateholders as a whole (or, in the case of an A/B Mortgage Loan, the
Certificateholders and the holder of the related B Note, all taken as a
collective whole); provided, however, that nothing herein contained shall be
construed as an express or implied guarantee by the Master Servicer of the
collectibility of payments on the Mortgage Loans or shall be construed as
impairing or adversely affecting any rights or benefits specifically provided by
this Agreement to the Master Servicer, including with respect to Master
Servicing Fees or the right to be reimbursed for Advances.

                  (b) The Master Servicer, in the case of an event specified in
clause (x) of this subclause (b), and the Special Servicer, in the case of an
event specified in clause (y) of this subclause (b), shall each send a written
notice to the other and to the Trustee and the Paying Agent, the Operating
Adviser and each Seller within two Business Days after becoming aware (x) that a
Servicing Transfer Event has occurred with respect to a Mortgage Loan or (y)
that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which notice
shall identify the applicable Mortgage Loan and, in the case of an event
specified in clause (x) of this subclause (b) above, the Servicing Transfer
Event that occurred.

                  (c) With respect to each Mortgage Loan that is subject to an
Environmental Insurance Policy, for as long as it is not a Specially Serviced
Mortgage Loan, if the Master Servicer has actual knowledge of any event giving
rise to a claim under an Environmental Insurance Policy, the Master Servicer or
the applicable Primary Servicer shall notify the Special Servicer to such effect
and the Master Servicer shall take reasonable actions as are in accordance with
the Servicing Standard and the terms and conditions of such Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance.

                  (d) In connection with any extension of the Maturity Date of a
Mortgage Loan, the Master Servicer shall give prompt written notice of such
extension to the insurer under


                                     -136-
<PAGE>

the Environmental Insurance Policy and shall execute such documents as are
reasonably required by such insurer to procure an extension of such policy (if
available).

                  SECTION 8.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE
POLICY MAINTAINED BY THE MASTER SERVICER. The Master Servicer, at its expense,
shall maintain in effect a Servicer Fidelity Bond and a Servicer Errors and
Omissions Insurance Policy. The Servicer Errors and Omissions Insurance Policy
and Servicer Fidelity Bond shall be issued by a Qualified Insurer (unless the
Master Servicer self insures as provided below) and be in form and amount
consistent with the Servicing Standard. In the event that any such Servicer
Errors and Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in
effect, the Master Servicer shall obtain a comparable replacement policy or bond
from an insurer or issuer meeting the requirements set forth above as of the
date of such replacement. So long as the long-term rating of the Master Servicer
is not in any event less than "A" as rated by Fitch and "BBB" as rated by S&P,
respectively, the Master Servicer may self-insure for the Servicer Fidelity Bond
and the Servicer Errors and Omissions Insurance Policy.

                  SECTION 8.3 MASTER SERVICER'S GENERAL POWER AND DUTIES.

                  (a) The Master Servicer shall service and administer the
Mortgage Loans and shall, subject to Sections 8.7, 8.18, 8.19, 8.27 and Article
XII hereof and as otherwise provided herein and by the Code, have full power and
authority to do any and all things which it may deem necessary or desirable in
connection with such servicing and administration in accordance with the
Servicing Standard. To the extent consistent with the foregoing and subject to
any express limitations and provisions set forth in this Agreement (and in the
case of the A/B Mortgage Loans, the Intercreditor Agreements), such power and
authority shall include, without limitation, the right, subject to the terms
hereof, (A) to execute and deliver, on behalf of the Certificateholders (and in
connection with the B Notes, the holders of the B Notes) and the Trustee,
customary consents or waivers and other instruments and documents (including,
without limitation, estoppel certificates, financing statements, continuation
statements, title endorsements and reports and other documents and instruments
necessary to preserve and maintain the lien on the related Mortgaged Property
and related collateral), (B) to consent to assignments and assumptions or
substitutions, and transfers of interest of any Mortgagor, in each case subject
to and in accordance with the terms of the related Mortgage Loan and Section
8.7, (C) to collect any Insurance Proceeds, (D) subject to Section 8.7, to
consent to any subordinate financings to be secured by any related Mortgaged
Property to the extent that such consent is required pursuant to the terms of
the related Mortgage or which otherwise is required, and, subject to Section
8.7, to consent to any mezzanine debt to the extent such consent is required
pursuant to the terms of the related Mortgage; (E) to consent to the application
of any proceeds of insurance policies or condemnation awards to the restoration
of the related Mortgaged Property or otherwise and to administer and monitor the
application of such proceeds and awards in accordance with the terms of the
Mortgage Loan as the Master Servicer deems reasonable under the circumstances,
(F) to execute and deliver, on behalf of the Certificateholders (and, if
applicable, the holders of the B Notes) and the Trustee, documents relating to
the management, operation, maintenance, repair, leasing and marketing of the
related Mortgaged Properties, including agreements and requests by the Mortgagor
with respect to modifications of the standards of operation and management of
the Mortgaged Properties or the replacement of asset


                                     -137-
<PAGE>

managers, (G) to consent to any operation or action under a Mortgage Loan that
is contemplated or permitted under a Mortgage or other documents evidencing or
securing the applicable Mortgage Loan (either as a matter of right or upon
satisfaction of specified conditions), (H) to obtain, release, waive or modify
any term other than a Money Term of a Mortgage Loan and related documents
subject to and to the extent permitted by Section 8.18, (I) to exercise all
rights, powers and privileges granted or provided to the holder of the Mortgage
Notes and B Notes under the terms of the Mortgage, including all rights of
consent or approval thereunder, (J) to enter into lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental
arrangements which may be requested by the Mortgagor or the Mortgagor's tenants,
(K) to join the Mortgagor in granting, modifying or releasing any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning
requirements with respect to the Mortgaged Properties to the extent such does
not adversely affect the value of the related Mortgage Loan or Mortgaged
Property, (L) to execute and deliver, on behalf of itself, the Trustee, the
Trust (and, if applicable, the holders of the B Notes) or any of them, any and
all instruments of satisfaction or cancellation, or of partial or full release
or discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Properties, and (M) hold in accordance
with the terms of any Mortgage Loan and this Agreement, Defeasance Collateral.
Notwithstanding the above, the Master Servicer shall have no power to (i) waive
any Prepayment Premiums or (ii) consent to any modification of a Money Term of a
Mortgage Loan. Nothing contained in this Agreement shall limit the ability of
the Master Servicer to lend money to (to the extent not secured, in whole or in
part, by any Mortgaged Property), accept deposits from and otherwise generally
engage in any kind of business or dealings with any Mortgagor as though the
Master Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided, however, that this sentence shall not modify the
Servicing Standard.

                  (b) The Master Servicer shall not be obligated to service and
administer the Mortgage Loans which have become and continue to be Specially
Serviced Mortgage Loans, except as specifically provided herein. The Master
Servicer shall be required to make all calculations and prepare all reports
required hereunder with respect to such Specially Serviced Mortgage Loans (other
than calculations and reports expressly required to be made by the Special
Servicer hereunder) as if no Servicing Transfer Event had occurred and shall
continue to collect all Scheduled Payments, make Servicing Advances as set forth
herein, make P&I Advances (but not on the B Notes) as set forth herein and
render such incidental services with respect to such Specially Serviced Mortgage
Loans, all as are specifically provided for herein, but shall have no other
servicing or other duties with respect to such Specially Serviced Mortgage
Loans. The Master Servicer shall give notice within three Business Days to the
Special Servicer of any collections it receives from any Specially Serviced
Mortgage Loans, subject to changes agreed upon from time to time by the Special
Servicer and the Master Servicer. The Special Servicer shall instruct within one
Business Day after receiving such notice the Master Servicer on how to apply
such funds. The Master Servicer within one Business Day after receiving such
instructions shall apply such funds in accordance with the Special Servicer's
instructions. Each Mortgage Loan that becomes a Specially Serviced Mortgage Loan
shall continue as such until such Mortgage Loan becomes a Rehabilitated Mortgage
Loan. The Master Servicer shall not be required to initiate extraordinary
collection procedures or legal proceedings with respect to any Mortgage Loan or
to undertake any pre-foreclosure procedures.



                                     -138-
<PAGE>

                  (c) Concurrently with the execution of this Agreement, the
Trustee will sign the Power of Attorney attached hereto as Exhibit S-1. The
Master Servicer, shall promptly notify the Trustee of the execution and delivery
of any document on behalf of the Trustee under such Power-of-Attorney. From time
to time until the termination of the Trust, upon receipt of additional
unexecuted powers of attorney from the Master Servicer or the Special Servicer,
the Trustee shall execute and return to the Master Servicer, the Special
Servicer or any of the Primary Servicers any additional powers of attorney and
other documents necessary or appropriate to enable the Master Servicer and the
Special Servicer to service and administer the Mortgage Loans including, without
limitation, documents relating to the management, operation, maintenance,
repair, leasing or marketing of the Mortgaged Properties. The Master Servicer
shall indemnify the Trustee for any costs, liabilities and expenses (including
attorneys' fees) incurred by the Trustee in connection with the intentional or
negligent misuse of such power of attorney by the Master Servicer.
Notwithstanding anything contained herein to the contrary, neither the Master
Servicer nor the Special Servicer shall without the Trustee's written consent:
(i) initiate any action, suit or proceeding solely under the Trustee's name
without indicating the Master Servicer's or Special Servicer's, as applicable,
representative capacity, or (ii) knowingly take any action that causes the
Trustee to be registered to do business in any state, provided, however, that
the preceding clause (i) shall not apply to the initiation of actions relating
to a Mortgage Loan that the Master Servicer or the Special Servicer, as the case
may be, is servicing pursuant to its respective duties herein (in which case the
Master Servicer or the Special Servicer, as the case may be, shall give three
(3) Business Days prior notice to the Trustee of the initiation of such action).
The limitations of the preceding clause shall not be construed to limit any duty
or obligation imposed on the Trustee under any other provision of this
Agreement.

                  (d) The Master Servicer shall make efforts consistent with the
Servicing Standard and the terms of this Agreement to collect all payments
called for under the terms and provisions of the applicable Mortgage Loans
(other than Specially Serviced Mortgage Loans or REO Properties).

                  (e) The Master Servicer (or the Primary Servicers on its
behalf) shall segregate and hold all funds collected and received pursuant to
any Mortgage Loan constituting Escrow Amounts separate and apart from any of its
own funds and general assets and shall establish and maintain one or more
segregated custodial accounts (each, an "Escrow Account") into which all Escrow
Amounts shall be deposited within one (1) Business Day after receipt. Each
Escrow Account shall be an Eligible Account, except with respect to Mortgage
Loans identified on Schedule VI for which Escrow Accounts shall be transferred
to Eligible Accounts at the earliest date permitted under the related Mortgage
Loan documents. The Master Servicer shall also deposit into each Escrow Account
any amounts representing losses on Eligible Investments pursuant to the
immediately succeeding paragraph and any Insurance Proceeds or Liquidation
Proceeds which are required to be applied to the restoration or repair of any
Mortgaged Property pursuant to the related Mortgage Loan. Each Escrow Account
shall be maintained in accordance with the requirements of the related Mortgage
Loan and in accordance with the Servicing Standard. Withdrawals from an Escrow
Account may be made only:

                        (i) to effect timely payments of items constituting
Escrow Amounts for the related Mortgage Loan;



                                     -139-
<PAGE>

                        (ii) to transfer funds to the Certificate Account (or
any sub-account thereof) to reimburse the Master Servicer for any Advance
relating to Escrow Amounts, but only from amounts received with respect to the
related Mortgage Loan which represent late collections of Escrow Amounts
thereunder;

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

                        (iv) to clear and terminate such Escrow Account upon the
termination of this Agreement or pay-off of the related Mortgage Loan;

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

                        (vi) to remove any funds deposited in a Escrow Account
that were not required to be deposited therein or to refund amounts to the
Mortgagors determined to be overages.

                  Subject to the immediately succeeding sentence, (i) the Master
Servicer may direct any depository institution or trust company in which the
Escrow Accounts are maintained to invest the funds held therein in one or more
Eligible Investments; provided, however, that such funds shall be either (x)
immediately available or (y) available in accordance with a schedule which will
permit the Master Servicer to meet the payment obligations for which the Escrow
Account was established; (ii) the Master Servicer shall be entitled to all
income and gain realized from any such investment of funds as additional
servicing compensation; and (iii) the Master Servicer shall deposit from its own
funds in the applicable Escrow Account the amount of any loss incurred in
respect of any such investment of funds immediately upon the realization of such
loss. The Master Servicer shall not direct the investment of funds held in any
Escrow Account and retain the income and gain realized therefrom if the terms of
the related Mortgage Loan or applicable law permit the Mortgagor to be entitled
to the income and gain realized from the investment of funds deposited therein,
and the Master Servicer shall not be required to invest amounts on deposit in
Escrow Accounts in Eligible Investments or Eligible Accounts to the extent that
the Master Servicer is required by either law or under the terms of any related
Mortgage Loan to deposit or invest (or the Mortgagor is entitled to direct the
deposit or investment of) such amounts in another type of investments or
accounts. In the event the Master Servicer is not entitled to direct the
investment of such funds, (1) the Master Servicer shall direct the depository
institution or trust company in which such Escrow Accounts are maintained to
invest the funds held therein in accordance with the Mortgagor's written
investment instructions, if the terms of the related Mortgage Loan or applicable
law require the Master Servicer to invest such funds in accordance with the
Mortgagor's directions; and (2) in the absence of appropriate written
instructions from the Mortgagor, the Master Servicer shall have no obligation
to, but may be entitled to, direct the investment of such funds; provided,
however, that in either event (i) such funds shall be either (y) immediately
available or (z) available in accordance with a schedule which will permit the
Master Servicer to meet the payment obligations for which the Escrow Account was
established, and (ii) the Master Servicer shall have no liability for any loss


                                     -140-
<PAGE>

in investments of such funds that are invested pursuant to written instructions
from the Mortgagor.

                  (f) The relationship of each of the Master Servicer and the
Special Servicer to the Trustee and the Paying Agent and to each other under
this Agreement is intended by the parties to be that of an independent
contractor and not of a joint venturer, partner or agent.

                  (g) With respect to each Mortgage Loan, if required by the
terms of the related Mortgage Loan, any Lock-Box Agreement or similar agreement,
the Master Servicer shall establish and maintain, in accordance with the
Servicing Standard, one or more lock-box, cash management or similar accounts
("Lock-Box Accounts") to be held outside the Trust and maintained by the Master
Servicer in accordance with the terms of the related Mortgage. No Lock-Box
Account is required to be an Eligible Account, unless otherwise required
pursuant to the related Mortgage Loan documents. The Master Servicer shall apply
the funds deposited in such accounts in accordance with terms of the related
Mortgage Loan documents, any Lock-Box Agreement and in accordance with the
Servicing Standard.

                  (h) The Master Servicer or the Primary Servicers on its behalf
shall process all defeasances of Mortgage Loans in accordance with the terms of
the Mortgage Loan documents, and shall be entitled to any fees paid relating
thereto. The Master Servicer shall not permit defeasance (or partial defeasance
if permitted under the Mortgage Loan) of any Mortgage Loan on or before the
second anniversary of the Closing Date unless such defeasance will not result in
an Adverse REMIC Event and the Master Servicer has received an opinion of
counsel to such effect and all items in the following sentence have been
satisfied. Subsequent to the second anniversary of the Closing Date, the Master
Servicer, in connection with the defeasance of a Mortgage Loan shall require (to
the extent it is not inconsistent with the Servicing Standard) that: (i) the
defeasance collateral consists of U.S. Treasury obligations, (ii) the Master
Servicer has determined that the defeasance will not result in an Adverse REMIC
Event, (iii) either (A) the related Mortgagor designates a Single-Purpose Entity
(if the Mortgagor no longer complies) to own the Defeasance Collateral (subject
to customary qualifications) or (B) the Master Servicer has established a
Single-Purpose Entity to hold all Defeasance Collateral relating to the
Defeasance Loans, (iv) the Master Servicer has requested and received from the
Mortgagor (A) an opinion of counsel that the Trustee will have a perfected,
first priority security interest in such Defeasance Collateral and (B) written
confirmation from a firm of independent accountants stating that payments made
on such Defeasance Collateral in accordance with the terms thereof will be
sufficient to pay the subject Mortgage Loan (or the defeased portion thereof in
connection with a partial defeasance) in full on or before its Maturity Date
(or, in the case of the ARD Loan, on or before its Anticipated Repayment Date)
and to timely pay each subsequent Scheduled Payment, and (v)(A) a Rating Agency
Confirmation is received if the Mortgage Loan has a Principal Balance greater
than the lesser of $5,000,000 and 1% of the Aggregate Certificate Balance (or
such higher threshold as shall be published by S&P), unless such Rating Agency
has waived in writing such Rating Agency Confirmation or (B) either a Notice and
Certification in the form attached hereto as Exhibit Z (or such other less
restrictive form as shall be adopted by S&P) or a Rating Agency Confirmation is
received from S&P if the Mortgage Loan is less than either of the amounts set
forth above in clause (A). Any customary and reasonable out-of-pocket expense
incurred by the Master Servicer pursuant to this Section 8.3(h) shall be paid by
the


                                     -141-
<PAGE>

Mortgagor of the Defeasance Loan pursuant to the related Mortgage, Mortgage Note
or other pertinent document, if so allowed by the terms of such documents.

                  The parties hereto acknowledge that, (a) if the payments
described in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements
regarding the obligation of a Mortgagor to pay the reasonable costs and expenses
associated with a defeasance of the related Mortgage Loan are insufficient to
reimburse the Trust, or (b) if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then in either case the sole obligation of the
related Seller shall be to pay an amount equal to such insufficiency or expense
to the extent the related Mortgagor is not required to pay them. Promptly upon
receipt of notice of such insufficiency or unpaid expense, the Master Servicer
shall request the related Seller to make such payment by deposit to the
Certificate Account.

                  In the case of a Specially Serviced Mortgage Loan, the Master
Servicer shall process any defeasance of such Specially Serviced Mortgage Loan
in accordance with the original terms of the respective Mortgage Loan documents
following a request by the Special Servicer that the Master Servicer do so,
which request shall be accompanied by a waiver of any condition of defeasance
that an "event of default" under such Specially Serviced Mortgage Loan not have
occurred or be continuing, and the Master Servicer shall be entitled to any fees
paid relating to such defeasance. If such "event of default" is on account of an
uncured payment default, the Special Servicer will process the defeasance of
such Specially Serviced Mortgage Loan, and the Special Servicer shall be
entitled to any fees paid relating to such defeasance.

                  (i) The Master Servicer shall, as to each Mortgage Loan which
is secured by the interest of the related Mortgagor under a ground lease,
confirm whether or not on or prior to the date that is thirty (30) days after
the Closing Date, the Mortgage Loan Seller has notified the related ground
lessor of the transfer of such Mortgage Loan to the Trust pursuant to this
Agreement and informed such ground lessor that any notices of default under the
related Ground Lease should thereafter be forwarded to the Master Servicer (as
evidenced by delivery of a copy thereof to the Master Servicer). The Master
Servicer shall promptly notify the ground lessor if the Mortgage Loan Seller has
failed to do so by the thirtieth day after the Closing Date.

                  (j) Pursuant to the related Intercreditor Agreement, each
owner of a B Note has agreed that the Master Servicer and the Special Servicer
are authorized and obligated to service and administer the B Notes pursuant to
this Agreement. The Master Servicer shall be entitled, during any period when
the A Note and B Note under any A/B Mortgage Loan do not constitute Specially
Serviced Mortgage Loans, to exercise the rights and powers granted under the
related Intercreditor Agreement to the "Note A Holder" and/or the "Servicer"
referred to therein. For the avoidance of doubt, the parties acknowledge that
the Master Servicer shall not be entitled or required to exercise the rights and
powers granted to any "Note B Holder" as defined under such Intercreditor
Agreement.

                  (k) With respect to the Mortgage Loan designated as Loan No.
15 (Summit at Westchester Loan), if such Mortgage Loan is prepaid on a date
after August 31, 2002 and prior


                                     -142-
<PAGE>

to September 1, 2005, the parties hereto agree that the prepayment premium due
in connection with such prepayment shall be calculated pursuant to Paragraph 1
of the related Mortgage Note, provided that the "Yield Rate" described in
subparagraph (a) thereof shall be the yield rate on the U.S. Treasury Security
first coming due after the date when such prepayment is made.

 SECTION 8.4 PRIMARY SERVICING AND SUB-SERVICING.

                  (a) The parties hereto (A) acknowledge that the Master
Servicer has delegated certain of its obligations and assigned certain of its
rights under this Agreement to each of the Primary Servicers pursuant to the
applicable Primary Servicing Agreements; and (B) agree: (1) in addition to those
obligations specifically delegated by the Master Servicer to each Primary
Servicer under the applicable Primary Servicing Agreement, each Primary Servicer
shall also perform the Master Servicer's obligations set forth in Section 2.1(d)
of this Agreement as such Section relates to the Mortgage Loans serviced by it;
(2) in addition to those rights specifically granted by the Master Servicer to
each Primary Servicer under the applicable Primary Servicing Agreement, those
rights set forth in Section 8.24 hereof accruing to the benefit of the Master
Servicer shall also accrue to the benefit of each Primary Servicer; (3) any
indemnification or release from liability set forth in this Agreement accruing
to the benefit of the Master Servicer shall also, to the extent applicable,
benefit each Primary Servicer; and (4) for each notice, certification, report,
schedule, statement or other type of writing that a party hereto is obligated to
deliver to the Master Servicer, such party shall deliver to each Primary
Servicer a copy of such notice, certification, report, schedule, statement or
other type of writing at the time and in the same manner that any of the
foregoing is required to be delivered to the Master Servicer. Notwithstanding
the provisions of any Primary Servicing Agreement or any other provisions of
this Agreement, the Master Servicer shall remain obligated and liable to the
Trustee, the Paying Agent, the Special Servicer, the Certificateholders and the
holders of the B Notes for servicing and administering of the Mortgage Loans in
accordance with the provisions of this Agreement to the same extent as if the
Master Servicer was alone servicing and administering the Mortgage Loans. The
Master Servicer or applicable Primary Servicer shall supervise, administer,
monitor, enforce and oversee the servicing of the applicable Mortgage Loans by
any Sub-Servicer appointed by it. The terms of any arrangement or agreement
between the Master Servicer or applicable Primary Servicer and a Sub-Servicer
shall provide that such agreement or arrangement may be terminated, without
cause and without the payment of any termination fees, by the Trustee in the
event such Master Servicer or applicable Primary Servicer is terminated in
accordance with this Agreement or the applicable Primary Servicing Agreement. In
addition, none of the Trustee, the Paying Agent, the Certificateholders or the
holders of the B Notes shall have any direct obligation or liability (including,
without limitation, indemnification obligations) with respect to any
Sub-Servicer. The Master Servicer or applicable Primary Servicer shall pay the
costs of enforcement against any of its Sub-Servicers at its own expense, but
shall be reimbursed therefor only (i) from a general recovery resulting from
such enforcement only to the extent that such recovery exceeds all amounts due
in respect of the related Mortgage Loans or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed. Notwithstanding the provisions of any primary servicing
agreement or sub-servicing agreement, any of the provisions of this Agreement
relating to agreements or arrangements between the Master Servicer or applicable
Primary Servicer or a Sub-Servicer, or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer or applicable Primary Servicer
shall remain obligated and liable to the Trustee, the Paying Agent,


                                     -143-
<PAGE>

the Special Servicer and the Certificateholders for the servicing and
administering of the applicable Mortgage Loans in accordance with (and subject
to the limitations contained within) the provisions of this Agreement or the
applicable Primary Servicing Agreement without diminution of such obligation or
liability by virtue of indemnification from a Sub-Servicer and to the same
extent and under the same terms and conditions as if the Master Servicer or
applicable Primary Servicer alone were servicing and administering the Mortgage
Loans.

                  (b) Subject to the limitations of subsection (a), the Master
Servicer and either Primary Servicer may appoint one or more sub-servicers
(each, a "Sub-Servicer") to perform all or any portion of its duties hereunder
for the benefit of the Trustee and the Certificateholders, provided, however,
that any decision or recommendation involving the exercise of a Primary
Servicer's discretion as a "lender" under any loan document with respect to a
Mortgage Loan shall be exercised only by the Primary Servicer and may not be
delegated to a Sub-Servicer.

                  The Master Servicer shall enter into the Primary Servicing
Agreements with each of the Primary Servicers and shall not terminate such
agreements except in accordance with the terms thereof. To the extent consistent
with the rights of the Primary Servicers under this Agreement and the related
Primary Servicing Agreement, but not in limitation of any other rights granted
to the Primary Servicers in this Agreement and/or in the Primary Servicing
Agreements, each of the Primary Servicers shall have all of the rights and
obligations of a Sub-Servicer set forth herein.

                  Notwithstanding any other provision set forth in this
Agreement to the contrary, (i) each Primary Servicer's rights and obligations
under its respective Primary Servicing Agreement shall expressly survive a
termination of the Master Servicer's servicing rights under this Agreement;
provided that the applicable Primary Servicing Agreement has not been terminated
in accordance with its provisions; (ii) any successor Master Servicer,
including, without limitation, the Trustee (if it assumes the servicing
obligations of the Master Servicer) shall be deemed to automatically assume and
agree to each of the then current Primary Servicing Agreements without further
action upon becoming the successor Master Servicer and (iii) this Agreement may
not be modified in any manner which would increase the obligations or limit the
rights of a Primary Servicer hereunder and/or under the applicable Primary
Servicing Agreement, without the prior written consent of such Primary Servicer
(which consent shall not be unreasonably withheld). Solely for purposes of this
paragraph, "Primary Servicer" shall also include Babson, as sub-servicer of the
Mortgage Loan designated as Mortgage Loan No. 1 on the Mortgage Loan Schedule,
Wells Fargo Bank, National Association, as Primary Servicer of the Mortgage Loan
designated as Mortgage Loan No. 41 on the Mortgage Loan Schedule and GMAC
Commercial Mortgage Corporation as sub-servicer of the Mortgage Loans designated
as Mortgage Loans No. 3, 4, 5, 6, 7, 8, 9, 30, 93, 99, 118 and 136 on the
Mortgage Loan Schedule.

                  If a task, right or obligation of Master Servicer is delegated
to a Primary Servicer under a Primary Servicing Agreement, and such task, right
or obligation involves or requires the consent of the Special Servicer, then the
Special Servicer shall accept the performance of such task, right or obligation
by the Primary Servicer in accordance with the terms of this Agreement
(including without limitation any time periods for consent or deemed consent to
be observed by the Special Servicer) as if Master Servicer were performing it.



                                     -144-
<PAGE>

                  Notwithstanding any provision of this Agreement, each of the
parties hereto acknowledges and agrees that the Special Servicer is neither a
party to any Primary Servicing Agreement, nor is it bound by any provision of
any Primary Servicing Agreement. The Special Servicer hereby acknowledges the
delegation of rights and duties hereunder by the Master Servicer pursuant to the
provisions of each Primary Servicing Agreement.

                  SECTION 8.5 SERVICERS MAY OWN CERTIFICATES. The Master
Servicer and any Primary Servicer and any agent of the Master Servicer or
Primary Servicer in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights it would have if it were not the
Master Servicer or such agent. Any such interest of the Master Servicer or
Primary Servicer or such agent in the Certificates shall not be taken into
account when evaluating whether actions of the Master Servicer are consistent
with its obligations in accordance with the Servicing Standard regardless of
whether such actions may have the effect of benefiting the Class or Classes of
Certificates owned by the Master Servicer.

                  SECTION 8.6 MAINTENANCE OF HAZARD INSURANCE, OTHER INSURANCE,
TAXES AND OTHER. Subject to the limitations set forth below, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any REO
Mortgage Loan) (A) a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount that is at least equal to the lesser
of (i) the full replacement cost of improvements securing such Mortgage Loan or
(ii) the outstanding Principal Balance of such REO Mortgage Loan, but, in any
event, in an amount sufficient to avoid the application of any co-insurance
clause and (B) any other insurance coverage for a Mortgage Loan which the
related Mortgagor is required to maintain under the related Mortgage, provided
the Master Servicer shall not be required to maintain earthquake insurance on
any Mortgaged Property unless such insurance was required at origination and is
available at commercially reasonable rates; provided, however, that the Special
Servicer shall have the right, but not the duty, to obtain, at the Trust's
expense, earthquake insurance on any Mortgaged Property securing a Specially
Serviced Mortgage Loan or an REO Property so long as such insurance is available
at commercially reasonable rates. If the related Mortgagor does not maintain the
insurance set forth in clauses (A) and (B) above, then the Master Servicer shall
cause to be maintained such insurance with a Qualified Insurer.

                  Each Standard Hazard Insurance Policy maintained with respect
to any Mortgaged Property that is not an REO Property shall contain, or have an
accompanying endorsement that contains, a standard mortgagee clause. If the
improvements on the Mortgaged Property are located in a designated special flood
hazard area by the Federal Emergency Management Agency in the Federal Register,
as amended from time to time (to the extent permitted under the related Mortgage
Loan or as required by law), the Master Servicer (with respect to any Mortgaged
Property that is not an REO Property) shall cause flood insurance to be
maintained. Such flood insurance shall be in an amount equal to the lesser of
(i) the unpaid principal balance of the related Mortgage Loan or (ii) the
maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program, if the area in which the
improvements on the Mortgaged Property are located is participating in such
program. Any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the related
Mortgaged Property or property


                                     -145-
<PAGE>

thus acquired or amounts released to the Mortgagor in accordance with the terms
of the applicable Mortgage Loan) shall be deposited in the Certificate Account.

                  Any cost (such as insurance premiums and insurance broker fees
but not internal costs and expenses of obtaining such insurance) incurred by the
Master Servicer in maintaining any insurance pursuant to this Section 8.6 shall
not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Paying Agent for their benefit, be
added to the Principal Balance of the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan permit such cost to be added to the outstanding
principal balance thereof. Such costs shall be paid as a Servicing Advance by
the Master Servicer, subject to Section 4.4 hereof.

                  Notwithstanding the above, the Master Servicer shall have no
obligation beyond using its reasonable efforts consistent with the Servicing
Standard to enforce such insurance requirements. Furthermore, the Master
Servicer shall not be required in any event to maintain or obtain insurance
coverage beyond what is reasonably available at a cost customarily acceptable
and consistent with the Servicing Standard. The Master Servicer shall notify the
Trustee in the event it makes such determination.

                  The Master Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 8.6 either (i) if the
Master Servicer shall have obtained and maintained a master force placed or
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer or (ii) if the Master Servicer, provided that its long-term rating is
not less than "A" by Fitch and "A-" by S&P, self-insures for its obligations as
set forth in the first paragraph of this Section 8.6. In the event that the
Master Servicer shall cause any Mortgage Loan to be covered by such a master
force placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Master
Servicer as a Servicing Advance. If such policy contains a deductible clause,
the Master Servicer shall, if there shall not have been maintained on the
related Mortgaged Property a policy complying with this Section 8.6 and there
shall have been a loss that would have been covered by such policy, deposit in
the Certificate Account the amount not otherwise payable under such master force
placed or blanket insurance policy because of such deductible clause to the
extent that such deductible exceeds (i) the deductible under the related
Mortgage Loan or (ii) if there is no deductible limitation required under the
Mortgage Loan, the deductible amount with respect to insurance policies
generally available on properties similar to the related Mortgaged Property
which is consistent with the Servicing Standard, and deliver to the Trustee an
Officer's Certificate describing the calculation of such amount. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on its behalf and on behalf of the Trustee,
claims under any such master force placed or blanket insurance policy.

                  With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records with respect to each related Mortgaged Property
reflecting the status of taxes,


                                     -146-
<PAGE>

assessments and other similar items that are or may become a lien on the related
Mortgaged Property and the status of insurance premiums payable with respect
thereto. From time to time, the Master Servicer (other than with respect to REO
Mortgage Loans) shall (i) obtain all bills for the payment of such items
(including renewal premiums), and (ii) except in the case of Mortgage Loans
under which Escrow Amounts are not held by the Master Servicer, effect payment
of all such bills, taxes and other assessments with respect to such Mortgaged
Properties prior to the applicable penalty or termination date, in each case
employing for such purpose Escrow Amounts as allowed under the terms of the
related Mortgage Loan. If a Mortgagor fails to make any such payment on a timely
basis or collections from the Mortgagor are insufficient to pay any such item
before the applicable penalty or termination date, the Master Servicer in
accordance with the Servicing Standard shall use its reasonable efforts to pay
as a Servicing Advance the amount necessary to effect the payment of any such
item prior to such penalty or termination date, subject to Section 4.4 hereof.
No costs incurred by the Master Servicer, the Trustee or the Fiscal Agent as the
case may be, in effecting the payment of taxes and assessments on the Mortgaged
Properties and related insurance premiums and ground rents shall, for the
purpose of calculating distributions to Certificateholders, be added to the
Principal Balance of the Mortgage Loans, notwithstanding that the terms of such
Mortgage Loans permit such costs to be added to the outstanding principal
balances of such Mortgage Loans.


                  SECTION 8.7 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION
AGREEMENTS; DUE-ON-ENCUMBRANCE CLAUSE.

                  (a) In the event the Master Servicer receives a request from a
Mortgagor pursuant to the provisions of any Mortgage Loan (other than a
Specially Serviced Mortgage Loan) that expressly permits, subject to any
conditions set forth in the Mortgage Loan documents, the assignment of the
related Mortgaged Property to, and assumption of such Mortgage Loan by, another
Person, the Master Servicer shall obtain relevant information for purposes of
evaluating such request. For the purpose of the foregoing sentence, the term
`expressly permits' shall include outright permission to assign, permission to
assign upon satisfaction of certain conditions or prohibition against assignment
except upon the satisfaction of stated conditions. If the Master Servicer
recommends to approve such assignment, the Master Servicer shall provide to the
Special Servicer a copy of such recommendation and the materials upon which such
recommendation is based (which information shall consist of the information to
be included in the Assignment and Assumption Submission to Special Servicer, in
the form attached hereto as Exhibit U) and (A) the Special Servicer shall have
the right hereunder to grant or withhold consent to any such request for such
assignment and assumption in accordance with the terms of the Mortgage Loan and
this Agreement, and the Special Servicer shall not unreasonably withhold such
consent and any such decision of the Special Servicer shall be in accordance
with the Servicing Standard, (B) failure of the Special Servicer to notify the
Master Servicer in writing, within five (5) Business Days following the Master
Servicer's delivery of the recommendation described above and the complete
Assignment and Assumption Submission to Special Servicer on which the
recommendation is based, of its determination to grant or withhold such consent
shall be deemed to constitute a grant of such consent and (C) the Master
Servicer shall not permit any such assignment or assumption unless it has
received the written consent of the Special Servicer or such consent has been
deemed to have been granted as described in the preceding sentence. The Special
Servicer hereby acknowledges the delegation of rights and duties hereunder by
the Master Servicer pursuant to the provisions of each Primary Servicing

                                     -147-
<PAGE>

Agreement. If the Special Servicer withholds consent pursuant to the provisions
of this Agreement, it shall provide the Master Servicer and any applicable
Primary Servicer with a written statement and a verbal explanation as to its
reasoning and analysis. Upon consent or deemed consent by the Special Servicer
to such proposed assignment and assumption, the Master Servicer shall process
such request of the related Mortgagor and shall be authorized to enter into an
assignment and assumption or substitution agreement with the Person to whom the
related Mortgaged Property has been or is proposed to be conveyed, and/or
release the original Mortgagor from liability under the related Mortgage Loan
and substitute as obligor thereunder the Person to whom the related Mortgaged
Property has been or is proposed to be conveyed; provided, however, that the
Master Servicer shall not enter into any such agreement to the extent that any
terms thereof would result in an Adverse REMIC Event or create any lien on a
Mortgaged Property that is senior to, or on parity with, the lien of the related
Mortgage. To the extent permitted by applicable law, the Master Servicer shall
not enter into such an assumption or substitution agreement unless the credit
status of the prospective new Mortgagor is in conformity to the terms of the
related Mortgage Loan documents. In making its recommendation, the Master
Servicer shall evaluate such conformity in accordance with the Servicing
Standard. The Master Servicer shall notify the Trustee, the Paying Agent and the
Special Servicer of any assignment and assumption or substitution agreement
executed pursuant to this Section 8.7(a). The Master Servicer shall be entitled
to (as additional servicing compensation) 50% of any assumption fee collected
from a Mortgagor in connection with an assignment and assumption or substitution
of a non-Specially Serviced Mortgage Loan executed pursuant to this Section
8.7(a) and the Special Servicer shall be entitled to (as additional special
servicing compensation) the other 50% of such fee.


                  Notwithstanding the foregoing, the Special Servicer
acknowledges that the Master Servicer has delegated certain tasks, rights and
obligations to Primary Servicers with respect to Post Closing Requests (as
defined in the Primary Servicing Agreements) pursuant to Section 8.4 of this
Agreement. The Primary Servicing Agreements classify certain Post Closing
Requests as Category 1 Requests (as defined in the Primary Servicing
Agreements), in which Primary Servicer has certain authority to evaluate and
process such requests in accordance with this Agreement, the applicable Primary
Servicing Agreement and applicable Mortgage Loan documents.

                  With respect to a Category 1 Request that involves a
condition, term or provision that requires, or specifies a standard of, consent
or approval of the applicable Mortgagee under the Mortgage Loan documents, the
Primary Servicing Agreements provide for Master Servicer's determination of
materiality of such condition, term or provision requiring approval or consent
and the referral of such condition, term or provision to a Special Servicer for
consent in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

                  Neither the Master Servicer nor the Special Servicer shall
have any liability, and shall be indemnified by the Trust for any liability to
the Mortgagor or the proposed assignee, for any delay in responding to requests
for assumption, if the same shall occur as a result of the


                                     -148-
<PAGE>

failure of the Rating Agencies, or any of them, to respond to such request in a
reasonable period of time.

                  (b) Other than with respect to the assignment and assumptions
referred to in subsection (a) above, if any Mortgage Loan that is not a
Specially Serviced Mortgage Loan contains a provision in the nature of a
"due-on-sale" clause, (i) provides that such Mortgage Loan shall (or may at the
mortgagee's option) become due and payable upon the sale of the related
Mortgaged Property, or (ii) provides that such Mortgage Loan may not be assumed
without the consent of the related mortgagee in connection with any such sale or
other transfer, then, the review and determination to either (i) enforce such
due-on-sale clause or (ii) if in the best economic interest of the Trust, waive
the effect of such provision, such waiver to be processed in the same manner as
in Section 8.7(a); provided, however, that if the Principal Balance of such
Mortgage Loan at such time equals or exceeds 5% of the Aggregate Certificate
Balance or is one of the then current top 10 loans (by Principal Balance) in the
pool, then prior to waiving the effect of such provision, the Special Servicer
shall obtain Rating Agency Confirmation regarding such waiver. In connection
with the request for such consent, the Special Servicer shall prepare and
deliver to Fitch and S&P a memorandum outlining its analysis and recommendation
in accordance with the Servicing Standard, together with copies of all relevant
documentation. The Master Servicer shall promptly forward copies of the
assignment and assumption documents relating to any Mortgage Loan to the Special
Servicer, the Paying Agent and the Trustee, and the Master Servicer shall
promptly thereafter forward such documents to the Rating Agencies. The Special
Servicer and the Master Servicer shall each be entitled to (as additional
compensation) 50% of any fee collected from a Mortgagor in connection with the
granting or withholding such consent.

                  (c) The Master Servicer shall have the right to consent to any
transfers of an interest of a Mortgagor, to the extent such transfer is allowed
under the terms of the related Mortgage Loan, including any consent to transfer
to any subsidiary or affiliate of Mortgagor or to a person acquiring less than a
majority interest in the Mortgagor; provided, however, that (i) if the Principal
Balance of such Mortgage Loan at such time equals or exceeds 5% of the Aggregate
Certificate Balance or is one of the then current top 10 loans (by Principal
Balance) in the pool, and (ii) if the transfer is of an interest in the
Mortgagor greater than 49%, then prior to consenting, the Master Servicer shall
obtain a Rating Agency Confirmation regarding such consent, the costs of which
to be payable by the related Mortgagor to the extent provided for in the
Mortgage Loan documents. The Master Servicer shall be entitled to collect and
receive from Mortgagors any customary fees in connection with such transfers of
interest as additional servicing compensation.

                  (d) The Trustee for the benefit of the Certificateholders and
the holders of the B Notes shall execute any necessary instruments in the form
presented to it by the Master Servicer (pursuant to subsection (a)) or the
Special Servicer (pursuant to subsection (b)) for such assignments and
assumptions agreements. Upon the closing of the transactions contemplated by
such documents, the Master Servicer or the Special Servicer, as the case may be,
shall cause the originals of the assignment and assumption agreement, the
release (if any), or the modification or supplement to the Mortgage Loan to be
delivered to the Trustee except to the extent such documents


                                     -149-
<PAGE>

have been submitted to the recording office, in which event the Master Servicer
shall promptly deliver copies of such documents to the Trustee and the Special
Servicer.

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

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

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


then, as long as such Mortgage Loan is included in the Trust, the Master
Servicer, on behalf of the Trustee as the Mortgagee of record, shall exercise
(or, subject to Section 8.18, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard and Section 8.18
hereof. The Master Servicer shall not waive the effect of such provision without
first obtaining Rating Agency Confirmation regarding such waiver and complying
with the provisions of the next succeeding paragraph.

                  Without limiting the generality of the preceding sentence, in
the event that the Master Servicer receives a request for a waiver of any
"due-on-encumbrance" clause, the Master Servicer shall obtain relevant
information for purposes of evaluating such request for a waiver. If the Master
Servicer recommends to waive such clause, the Master Servicer shall provide to
the Special Servicer a copy of such recommendation and the materials upon which
such recommendation is based (which information shall consist of the information
to be included in the Additional Lien, Monetary Encumbrance and Mezzanine
Financing Submission Package to the Special Servicer, in the form attached
hereto as Exhibit V) and (A) the Special Servicer shall have the right hereunder
to grant or withhold consent to any such request in accordance with the terms of
the Mortgage Loan and this Agreement, and the Special Servicer shall not
unreasonably withhold such consent and any such decision of the Special Servicer
shall be in accordance with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer in writing, within five (5) Business Days
following the Master Servicer's delivery of the recommendation described above
and the complete Additional Lien, Monetary Encumbrance and Mezzanine Financing
Submission Package to the Special Servicer on which the recommendation is based,
of its determination to grant or withhold such consent shall be deemed to
constitute a grant of such consent and (C) the Master Servicer shall not permit
any such waiver unless it has received the written consent of the Special
Servicer or such consent has been deemed to have been granted as described in
the preceding sentence. If the Special Servicer withholds consent pursuant to
the foregoing provisions, it shall provide the Master Servicer with a written
statement and a verbal explanation as to its reasoning and analysis. Upon
consent or deemed consent by the Special Servicer to such proposed waiver, the
Master Servicer shall process such request of the related Mortgagor subject to
the other requirements set forth above.

                                     -150-
<PAGE>

                  The parties hereto acknowledge that, if the payments described
in paragraph 39 of Exhibit 2 to the Mortgage Loan Purchase Agreements regarding
the obligation of a Mortgagor to pay the reasonable costs and expenses of
obtaining any Rating Agency Confirmation in connection with an assumption of the
related Mortgage Loan are insufficient to reimburse the Trust, then it shall be
the sole obligation of the related Seller to pay an amount equal to such
insufficiency to the extent the related Mortgagor is not required to pay them.
Promptly upon receipt of notice of such insufficiency, the Master Servicer or
the Special Servicer, as applicable, shall request the related Seller to make
such payment by deposit to the Certificate Account. The Master Servicer may not
waive such payment by the Mortgagor.

                  SECTION 8.8 TRUSTEE TO COOPERATE; RELEASE OF TRUSTEE MORTGAGE
FILES. Upon the payment in full of any Mortgage Loan, the complete defeasance of
a Mortgage Loan, satisfaction or discharge in full of any Specially Serviced
Mortgage Loan, the purchase of an A Note by the holder of a B Note pursuant to
the related Intercreditor Agreement, the purchase of Mortgage Loan No. 1 by a
"Mezzanine Lender" pursuant to the Mezzanine Intercreditor Agreement, or the
receipt by the Master Servicer of a notification that payment in full (or such
payment, if any, in connection with the satisfaction and discharge in full of
any Specially Serviced Mortgage Loan) will be escrowed in a manner customary for
such purposes, and upon notification by the Master Servicer in the form of a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Certificate Account have been or will be so
deposited) of a Servicing Officer and a request for release of the Trustee
Mortgage File in the form of Exhibit C hereto the Trustee shall promptly release
the related Trustee Mortgage File to the Master Servicer and the Trustee shall
execute and deliver to the Master Servicer the deed of reconveyance or release,
satisfaction or assignment of mortgage or such instrument releasing the lien of
the Mortgage, as directed by the Master Servicer together with the Mortgage Note
with written evidence of cancellation thereon. The provisions of the immediately
preceding sentence shall not, in any manner, limit or impair the right of the
Master Servicer to execute and deliver, on behalf of the Trustee, the
Certificateholders, the holders of the B Notes or any of them, any and all
instruments of satisfaction, cancellation or assignment without recourse,
representation or warranty, or of partial or full release or discharge and all
other comparable instruments, with respect to the Mortgage Loans or the B Notes,
and with respect to the Mortgaged Properties held for the benefit of the
Certificateholders and the holders of the B Notes. No expenses incurred in
connection with any instrument of satisfaction or deed of reconveyance shall be
chargeable to the Distribution Account but shall be paid by the Master Servicer
except to the extent that such expenses are paid by the related Mortgagor in a
manner consistent with the terms of the related Mortgage and applicable law.
From time to time and as shall be appropriate for the servicing of any Mortgage
Loan, including for such purpose, collection under any policy of flood
insurance, any Servicer Fidelity Bond or Errors and Omissions Policy, or for the
purposes of effecting a partial or total release of any Mortgaged Property from
the lien of the Mortgage or the making of any corrections to the Mortgage Note
or the Mortgage or any of the other documents included in the Trustee Mortgage
File, the Trustee shall, upon request of the Master Servicer and the delivery to
the Trustee of a Request for Release signed by a Servicing Officer, in the form
of Exhibit C hereto, release the Trustee Mortgage File to the Master Servicer or
the Special Servicer, as the case may be.



                                     -151-
<PAGE>

                  SECTION 8.9 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
MASTER SERVICER TO BE HELD FOR THE TRUSTEE FOR THE BENEFIT OF THE
CERTIFICATEHOLDERS. Notwithstanding any other provisions of this Agreement, the
Master Servicer shall transmit to the Trustee, to the extent required by this
Agreement, all documents and instruments coming into the possession of the
Master Servicer from time to time and shall account fully to the Trustee and the
Paying Agent for any funds received or otherwise collected thereby, including
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan. All
Servicer Mortgage Files and funds collected or held by, or under the control of,
the Master Servicer in respect of any Mortgage Loans (or the B Notes), whether
from the collection of principal and interest payments or from Liquidation
Proceeds or Insurance Proceeds, including any funds on deposit in the
Certificate Account (or the A/B Loan Custodial Account), shall be held by the
Master Servicer for and on behalf of the Trustee and the Certificateholders (or
the holders of the B Notes, as applicable) and shall be and remain the sole and
exclusive property of the Trustee, subject to the applicable provisions of this
Agreement. The Master Servicer agrees that it shall not create, incur or subject
any Servicer Mortgage Files or Trustee Mortgage File or any funds that are
deposited in the Certificate Account or any Escrow Account, or any funds that
otherwise are or may become due or payable to the Trustee or the Paying Agent,
to any claim, lien, security interest, judgment, levy, writ of attachment or
other encumbrance, or assert by legal action or otherwise any claim or right of
setoff against any Servicer Mortgage Files or Trustee Mortgage File or any funds
collected on, or in connection with, a Mortgage Loan, except, however, that the
Master Servicer shall be entitled to receive from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

                  SECTION 8.10 SERVICING COMPENSATION.

                  (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to the Master Servicing Fee, which shall be payable
by the Trust from amounts held in the Certificate Account (and from the related
A/B Loan Custodial Account to the extent related solely to a B Note) or
otherwise collected from the Mortgage Loans as provided in Section 5.2. The
Master Servicer shall be required to pay to the Primary Servicers the Primary
Servicing Fees, which shall be payable by the Trust from amounts as provided in
Section 5.1(c), unless retained by the Primary Servicers from amounts
transferred to the Master Servicer in accordance with the terms of the Primary
Servicing Agreements. The Master Servicer shall be required to pay to the
holders of the rights to the Excess Servicing Fees, the Excess Servicing Fees,
which shall be payable by the Trust as provided in Section 5.1(c), unless
otherwise retained by the holders of such rights. Notwithstanding anything
herein to the contrary, if any of the holders of the right to receive Excess
Servicing Fees resigns or is no longer Master Servicer or Primary Servicer, as
applicable, for any reason, it will continue to have the right to receive its
portion of the Excess Servicing Fee, and any of the holders of the right to
receive Excess Servicing Fees shall have the right to assign its portion of the
Excess Servicing Fee, whether or not it is then acting as Master Servicer or
Primary Servicer hereunder. The Master Servicer shall also be entitled to the
Primary Servicing Fee, which shall be payable by the Trust from amounts held in
the Certificate Account (or a sub-account thereof) or otherwise collected from
the Mortgage Loans as provided in Section 5.2, provided that the Primary
Servicing Fee payable to the Master Servicer shall only be collected from the
Mortgage Loans set forth on Schedule II, Schedule IV and Schedule V, except as
provided in Section 8.28(c).



                                     -152-
<PAGE>

                  (b) Additional servicing compensation in the form of
assumption fees, extension fees, servicing fees, default interest payable at a
rate above the Mortgage Rate (net of any amount used to pay Advance Interest),
Modification Fees, forbearance fees, Late Fees (net of Advance Interest) or
other usual and customary charges and fees actually received from Mortgagors
shall be retained by the Master Servicer, provided that the Master Servicer
shall be entitled to (i) receive 50% of assumption fees collected on Mortgage
Loans as provided in Section 8.7(a), (ii) Modification Fees as provided in
Section 8.18 hereof; and (iii) 100% of any extension fees collected from the
related Mortgagor in connection with the extension of the Maturity Date of any
Mortgage Loan as provided in Section 8.18; provided, however, that the Master
Servicer shall not be entitled to any such fees in connection with any Specially
Serviced Mortgage Loans. If the Master Servicer collects any amount payable to
the Special Servicer hereunder in connection with a REO Mortgage Loan or
Specially Serviced Mortgage Loan, the Master Servicer shall promptly remit such
amount to the Special Servicer as provided in Section 5.2. The Master Servicer
shall be required to pay all applicable expenses incurred by it in connection
with its servicing activities hereunder.

                  (c) Notwithstanding any other provision herein, the Master
Servicing Fee for each monthly period relating to each Determination Date shall
be reduced by an amount equal to the Compensating Interest (if any) relating to
Mortgage Loans which are not Specially Serviced Mortgage Loans for such
Determination Date.

                  (d) The Master Servicer shall also be entitled to additional
servicing compensation of (i) an amount equal to the excess, if any, of the
aggregate Prepayment Interest Excess relating to Mortgage Loans which are not
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date, (ii) interest or other income earned on deposits in the Certificate
Account and the Distribution Account (but only to the extent of the net
investment earnings, if any, with respect to each such account), and, (iii) to
the extent not required to be paid to any Mortgagor under applicable law, any
interest or other income earned on deposits in the Escrow Accounts.

                  SECTION 8.11 MASTER SERVICER REPORTS; ACCOUNT STATEMENTS.

                  (a) For each Distribution Date, (i) the Master Servicer shall
deliver to the Paying Agent, no later than 5:00 p.m., New York City time, on the
related Report Date, the Master Servicer Remittance Report with respect to such
Distribution Date including any information regarding prepayments made pursuant
to Section 5.2(b) and (ii) the Master Servicer shall report to the Paying Agent
on the related Advance Report Date, the amount of P&I Advance to be made by the
Master Servicer on the related Master Servicer Remittance Date. The Special
Servicer is required to provide all information relating to Specially Serviced
Mortgage Loans in order for the Master Servicer to satisfy its duties in this
Section 8.11.

                  (b) The Master Servicer shall deliver to the Trustee, the
Paying Agent and the Special Servicer within 30 days following each Distribution
Date a statement setting forth the status of the Certificate Account as of the
close of business on such Distribution Date showing, for the period covered by
such statement, the aggregate of deposits in or withdrawals from the Certificate
Account, and shall deliver to each holder of a B Note within 30 days following
each Distribution Date a statement setting forth the status of the A/B Loan
Custodial Account as of the


                                     -153-
<PAGE>

close of business on such Distribution Date showing, for the period covered by
such statement, the aggregate of transfers in and transfers from or deposits in
or withdrawals from the A/B Loan Custodial Account.

                  (c) The Master Servicer shall promptly inform the Special
Servicer of the name, account number, location and other necessary information
concerning the Certificate Account in order to permit the Special Servicer to
make deposits therein.

                  (d) [Reserved].

                  (e) The Master Servicer shall deliver a copy of any reports or
information delivered to the Trustee or the Paying Agent pursuant to subsection
(a) or subsection (b) of this Section 8.11 to the Depositor, the Special
Servicer, the Operating Adviser and each Rating Agency, in each case upon
request by such Person and only to the extent such reports and information are
not otherwise required to be delivered to such Person under any provision of
this Agreement.

                  (f) Notwithstanding any provision of this Agreement to the
contrary, the Master Servicer shall not have any obligation (other than to the
Special Servicer) to deliver any statement, notice or report that is then made
available on the Master Servicer's or the Paying Agent's internet website,
provided that it has notified all parties entitled to delivery of such reports,
by electronic mail or other notice provided in this Agreement, to the effect
that such statements, notices or reports shall thereafter be made available on
such website from time to time.

                  (g) The Master Servicer shall deliver or cause to be delivered
to the Paying Agent the following CMSA Reports with respect to the Mortgage
Loans (and, if applicable, the related REO Properties) providing the required
information as of the related Determination Date upon the following schedule:
(i) a Comparative Financial Status Report not later than each Report Date,
commencing in July 2001; (ii) an Operating Statement Analysis Report, the
Financial File and an NOI Adjustment Worksheet in accordance with Section 8.14
of this Agreement; (iii) a Servicer Watch List in accordance with and subject to
the terms of Section 8.11(h) on each Report Date, commencing in July 2001; (iv)
a Loan Set-Up File (with respect to the initial Distribution Date only) not
later than the Report Date in June 2001; (v) a Loan Periodic Update File not
later than each Report Date commencing in June 2001; (vi) a Property File not
later than each Report Date, commencing in August 2001; (vii) a Delinquent Loan
Status Report on each Report Date, commencing in July 2001; (viii) an Historical
Loan Modification Report not later than each Report Date, commencing in July
2001, (ix) an Historical Liquidation Report not later than each Report Date,
commencing in July 2001; and (x) an REO Status Report on each Report Date,
commencing in July 2001. The information that pertains to Specially Serviced
Mortgage Loans and REO Properties reflected in such reports shall be based
solely upon the reports delivered by the Special Servicer to the Master Servicer
in writing and on a computer readable medium reasonably acceptable to the Master
Servicer and the Special Servicer on the Determination Date prior to the related
Master Servicer Remittance Date in the form required under Section 9.32. The
Master Servicer's responsibilities under this Section 8.11(g) with respect to
REO Loans and Specially Serviced Mortgage Loans shall be subject to the
satisfaction of the Special Servicer's obligations under Section 9.32. The
reporting


                                     -154-
<PAGE>

obligations of the Master Servicer in connection with an A/B Mortgage Loan shall
be construed by reference to the related A Notes only, but whenever the Master
Servicer remits funds to the holder of a B Note, it shall thereupon deliver to
such holder a remittance report identifying the amounts in such remittance.

                  (h) For each Distribution Date, the Master Servicer shall
deliver to the Paying Agent, not later than the related Report Date, a Servicer
Watch List. To the extent the Master Servicer has knowledge thereof, the Master
Servicer shall list any Mortgage Loan on the Servicer Watch List as to which any
of the following events have occurred following the Cut-Off Date: (i) Mortgage
Loans having a current Debt Service Coverage Ratio that is 88% or less of the
Debt Service Coverage Ratio listed for such Mortgage Loan on Annex A to the
Final Prospectus Supplement or having a Debt Service Coverage Ratio that is less
than 1.10x, (ii) Mortgage Loans as to which any required inspection of the
related Mortgaged Property conducted by the Master Servicer indicates a problem
that the Master Servicer determines can reasonably be expected to materially
adversely affect the cash flow generated by such Mortgaged Property, (iii)
Mortgage Loans which have come to the Master Servicer's attention in the
performance of its duties under this Agreement, in respect of which (A) the
occupancy of the related Mortgaged Property is under 80%, (B) any tenant
occupying 25% or more of the space in the related Mortgaged Property vacates the
Mortgaged Property (without being replaced by one or more comparable tenants and
leases) or is the subject of bankruptcy or similar proceedings if the Master
Servicer has received written notice of such proceedings or such proceedings
have become general public knowledge, (C) with respect to Mortgaged Properties
operated as a hotel, the occupancy thereof is more than 10% less than the
occupancy as of the Cut-Off Date as set forth in Appendix I to the Prospectus
Supplement or (D) any Mortgagor or an affiliate thereof has been the subject of
bankruptcy or similar proceedings if the Master Servicer has received written
notice of such proceedings or such proceedings have become general public
knowledge, (iv) Mortgage Loans that are at least 30 days delinquent in payment,
(v) Mortgage Loans that are within 90 days of maturity, (vi) Mortgage Loans that
are delinquent in respect of real estate taxes, (vii) Mortgage Loans for which
any outstanding advances exist, (viii) Mortgage Loans that are late after the
expiration of any grace period in making monthly payments three or more times in
the preceding 12 months (commencing with the first anniversary of the Closing
Date) and (ix) any Rehabilitated Mortgage Loan until the Mortgagor has made
three (3) consecutive payments.

                  (i) If the Master Servicer delivers a notice of drawing to
effect a drawing on any letter of credit or debt service reserve account under
which the Trust has rights as the holder of any Mortgage Loan for purposes other
than payment or reimbursement of amounts contemplated in and by a reserve or
escrow agreement (other than after a default under an applicable Mortgage Loan),
the Master Servicer shall, within five (5) Business Days following its receipt
of the proceeds of such drawing, deliver notice thereof to the Special Servicer,
the Operating Adviser and the Paying Agent, which notice shall set forth (i) the
unpaid Principal Balance of such Mortgage Loan immediately before and
immediately after the drawing, and (ii) a brief description of the circumstances
that in the Master Servicer's good faith and reasonably judgment entitled the
Master Servicer to make such drawing.

                  SECTION 8.12 ANNUAL STATEMENT AS TO COMPLIANCE. The Master
Servicer shall deliver to the Depositor, the Paying Agent and the Trustee on or
before the Report Date in March of each year, commencing in March 2002, an
Officer's Certificate stating, as to the signer


                                     -155-
<PAGE>

thereof, that (A) a review of the activities of the Master Servicer during the
preceding calendar year or portion thereof and of the performance of the Master
Servicer under this Agreement has been made under such officer's supervision and
(B) to the best of such officer's knowledge, based on such review, the Master
Servicer has fulfilled all its obligations under this Agreement in all material
respects throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. The Master Servicer shall forward a
copy of each such statement to the Rating Agencies and the Operating Adviser.

                  SECTION 8.13 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
REPORT. On or before noon (Eastern Time) on March 31 of each year (or March 30
if a leap year), commencing in March 2002, the Master Servicer at its expense
shall cause a firm of nationally recognized independent public accountants
(which may also render other services to the Master Servicer) and that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee, the Paying Agent and the Depositor, with a copy to the
Rating Agencies, to the effect that (i) it has obtained a letter of
representation regarding certain matters from the management of the Master
Servicer, which includes an assertion that the Master Servicer has complied with
certain minimum mortgage loan servicing standards (to the extent applicable to
commercial and multifamily mortgage loans), identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of commercial and
multifamily mortgage loans during the most recently completed calendar year and
(ii) on the basis of an examination conducted by such firm in accordance with
standards established by the American Institute of Certified Public Accountants,
such representation is fairly stated in all material respects, subject to such
exceptions and other qualifications that may be appropriate. In rendering its
report such firm may rely, as to matters relating to the direct servicing of
commercial and multifamily mortgage loans by Primary Servicers or Sub-Servicers,
upon comparable reports of firms of independent certified public accountants
rendered on the basis of examinations conducted in accordance with the same
standards (rendered within one year of such report) with respect to those
Primary Servicers or Sub-Servicers.

                  SECTION 8.14 OPERATING STATEMENT ANALYSIS REPORTS REGARDING
THE MORTGAGED PROPERTIES. Within 105 calendar days after the end of each of the
first three calendar quarters (in each year) for the trailing or quarterly
information received, commencing in the quarter ending on September 30, 2001,
the Master Servicer (in the case of Mortgage Loans that are not Specially
Serviced Mortgage Loans) or the Special Servicer (in the case of Specially
Serviced Mortgage Loans) shall deliver to the Paying Agent an Operating
Statement Analysis Report and a CMSA Financial File for each Mortgaged Property
(in electronic format), prepared using the non-normalized quarterly operating
statements and rent rolls received from the related Mortgagor. Not later than
the Report Date occurring in July of each year, beginning in 2002, the Master
Servicer (in the case of Mortgage Loans that are not Specially Serviced Mortgage
Loans) or the Special Servicer (in the case of Specially Serviced Mortgage
Loans) shall deliver to the Paying Agent an Operating Statement Analysis Report,
a CMSA Financial File and an NOI Adjustment Worksheet for each Mortgage Loan (in
electronic format), based on the most recently available year-end financial
statements and most recently available rent rolls of each applicable Mortgagor
(to the extent provided to the Master Servicer by or on behalf of each



                                     -156-
<PAGE>

Mortgagor, or, in the case of Specially Serviced Mortgaged Loans, as provided to
the Special Servicer, which Special Servicer shall forward such information to
the Master Servicer on or before April 15 of each such year), containing such
information and analyses for each Mortgage Loan provided for in the respective
forms of Operating Statement Analysis Report, CMSA Financial File and an NOI
Adjustment Worksheet as would customarily be included in accordance with the
Servicing Standard including, without limitation, Debt Service Coverage Ratios
and income. In addition, the Master Servicer shall deliver to the Operating
Adviser, and upon request the Master Servicer shall make available to the Rating
Agencies, the Special Servicer, the Paying Agent and the Trustee, within 30 days
following receipt thereof by the Master Servicer, copies of any annual, monthly
or quarterly financial statements and rent rolls collected with respect to the
Mortgaged Properties. As and to the extent reasonably requested by the Special
Servicer, the Master Servicer shall make inquiry of any Mortgagor with respect
to such information or as regards the performance of the related Mortgaged
Property in general. The Paying Agent shall provide or make available
electronically at no cost to the Certificateholders or Certificate Owners, the
Rating Agencies, the Operating Adviser, the Depositor, the Placement Agents and
the Underwriters, the Operating Statement Analysis Reports, CMSA Financial Files
and NOI Adjustment Worksheets described above pursuant to Section 5.4(a).

                  SECTION 8.15 OTHER AVAILABLE INFORMATION AND CERTAIN RIGHTS OF
THE MASTER SERVICER.

                  (a) Subject to paragraphs (b), (c) and (d) below, the Paying
Agent shall make available at its Corporate Trust Office, during normal business
hours, upon reasonable advance written notice for review by any
Certificateholder, any Certificate Owner, any Seller, any Primary Servicer, any
Placement Agent, any Underwriter, each Rating Agency, the Paying Agent or the
Depositor (and a holder of a B Note, if it relates to a B Note), originals or
copies of, among other things, the following items: (i) this Agreement and any
amendments thereto, (ii) all final and released Operating Statement Analysis
Reports and the Master Servicer Remittance Reports, (iii) all Officer's
Certificates (including Officer's Certificates evidencing any determination of
Nonrecoverable Advances) delivered to the Trustee and the Paying Agent since the
Closing Date, (iv) all accountants' reports delivered to the Trustee and the
Paying Agent since the Closing Date, (v) the most recent property Inspection
Reports in the possession of the Paying Agent in respect of each Mortgaged
Property, (vi) the most recent Mortgaged Property annual operating statement and
rent roll, if any, collected by or on behalf of the Master Servicer or the
Special Servicer, (vii) any and all modifications, waivers and amendments of the
terms of a Mortgage Loan entered into by the Master Servicer and/or the Special
Servicer, and (viii) any and all Officers' Certificates (and attachments
thereto) delivered to the Trustee and the Paying Agent to support the Master
Servicer's determination that any Advance was not or, if made, would not be,
recoverable. The Trustee will be permitted to require payment of a sum to be
paid by the requesting party (other than the Rating Agencies, the Trustee, the
Paying Agent, any Placement Agent or any Underwriter) sufficient to cover the
reasonable costs and expenses of making such information available.

                  (b) Subject to the restrictions described below, the Master
Servicer shall afford the Rating Agencies, the Depositor, the Trustee, the
Paying Agent, the Special Servicer,


                                     -157-
<PAGE>

the Primary Servicers, the Sellers, the Placement Agents, the Underwriters, the
Operating Adviser, any Certificateholder, any holder of a B Note or Certificate
Owner, upon reasonable notice and during normal business hours, reasonable
access to all information referred to in Section 8.15(a) and any additional
relevant, non-attorney-client-privileged records and documentation regarding the
applicable Mortgage Loans, REO Property and all accounts, insurance policies and
other relevant matters relating to this Agreement, and access to Servicing
Officers of the Master Servicer responsible for its obligations hereunder.
Copies of information or access will be provided to Certificateholders and each
Certificate Owner providing satisfactory evidence of ownership of Certificates
or beneficial ownership of a Certificate, as the case may be. Copies (or
computer diskettes or other digital or electronic copies of such information if
reasonably available in lieu of paper copies) of any and all of the foregoing
items shall be made available by the Master Servicer upon request; provided,
however, that the Master Servicer shall be permitted to require payment by the
requesting party (other than the Depositor, the Trustee, the Paying Agent, the
Special Servicer, any Placement Agent, any Underwriter, or any Rating Agency) of
a sum sufficient to cover the reasonable expenses actually incurred by the
Master Servicer of providing access or copies (including electronic or digital
copies) of any such information requested in accordance with the preceding
sentence.

                  (c) Nothing herein shall be deemed to require the Master
Servicer to confirm, represent or warrant the accuracy of (or to be liable or
responsible for) any other Person's information or report. Notwithstanding the
above, the Master Servicer shall not have any liability to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, any
Certificateholder, any Certificate Owner, any holder of a B Note, any Placement
Agent, any Underwriter, any Rating Agency or any other Person to whom it
delivers information pursuant to this Section 8.15 or any other provision of
this Agreement for federal, state or other applicable securities law violations
relating to the disclosure of such information. In the event any Person brings
any claims relating to or arising from the foregoing against the Master Servicer
(or any employee, attorney, officer, director or agent thereof), the Trust (from
amounts held in any account or otherwise) shall hold harmless and indemnify the
Master Servicer from any loss or expense (including attorney fees) relating to
or arising from such claims.

                  (d) The Master Servicer shall produce the reports required of
it under this Agreement; provided, however, that the Master Servicer shall not
be required to produce any ad hoc non-standard written reports with respect to
such Mortgage Loans. In the event the Master Servicer elects to provide such
non-standard reports, it may require the Person requesting such report (other
than a Rating Agency) to pay a reasonable fee to cover the costs of the
preparation thereof. Notwithstanding anything to the contrary herein, as a
condition to the Master Servicer making any report or information available upon
request to any Person other than the parties hereto, the Master Servicer may
require that the recipient of such information acknowledge that the Master
Servicer may contemporaneously provide such information to the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer, the Primary
Servicers, the Sellers, any Placement Agent, any Underwriter, any Rating Agency
and/or the Certificateholders, holders of B Notes or Certificate Owners. Any
transmittal of information by the Master Servicer to any Person other than the
Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the Rating
Agencies, the Operating Adviser or the Depositor may be accompanied by a letter
from the Master Servicer containing the following provision:



                                     -158-
<PAGE>

                  "By receiving the information set forth herein, you hereby
         acknowledge and agree that the United States securities laws restrict
         any person who possesses material, non-public information regarding the
         Trust which issued Bear Stearns Commercial Mortgage Securities Inc.,
         Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 from
         purchasing or selling such Certificates in circumstances where the
         other party to the transaction is not also in possession of such
         information. You also acknowledge and agree that such information is
         being provided to you for the purpose of, and such information may be
         used only in connection with, evaluation by you or another
         Certificateholder, Certificate Owner or prospective purchaser of such
         Certificates or beneficial interest therein."

                  (e) The Master Servicer may, at its discretion, make available
by electronic media and bulletin board service certain information and may make
available by electronic media or bulletin board service (in addition to making
such information available as provided herein) any reports or information
required by this Agreement that the Master Servicer is required to provide to
any of the Rating Agencies, the Depositor and anyone the Depositor reasonably
designates.

                  (f) The Master Servicer shall cooperate in providing the
Rating Agencies with such other pertinent information relating to the Mortgage
Loans as is or should be in their respective possession as the Rating Agencies
may reasonably request.

                  SECTION 8.16 RULE 144A INFORMATION. For as long as any of the
Certificates are "restricted securities" within the meaning of Rule 144A under
the Securities Act, the Master Servicer agrees to provide to the Paying Agent
for delivery to any Holder thereof, any Certificate Owner therein and to any
prospective purchaser of the Certificates or beneficial interest therein
reasonably designated by the Paying Agent upon the request of such
Certificateholder, such Certificate Owner or the Paying Agent, subject to this
Section 8.16 and the provisions of Section 8.15, any information prepared by the
Master Servicer that is required to be provided to such holder or prospective
purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the
Securities Act, including, without limitation, copies of the reports and
information described in Sections 8.15(a) and (b).

                  Any recipient of information provided pursuant to this Section
8.16 shall agree that such information shall not be disclosed or used for any
purpose other than the evaluation of the Certificates by such Person and the
Master Servicer shall be permitted to use the letter referred to in Section
8.15(d). Unless the Master Servicer chooses to deliver the information directly,
the Depositor, the Placement Agents, the Underwriters or the Paying Agent shall
be responsible for the physical delivery of the information requested pursuant
to this Section 8.16. As a condition to the Master Servicer making any report or
information available upon request to any Person other than the parties hereto,
the Master Servicer may require that the recipient of such information
acknowledge that the Master Servicer may contemporaneously provide such
information to the Depositor, the Trustee, the Paying Agent, the Placement
Agents, the Underwriters, any Rating Agency and/or the Certificateholders and
Certificate Owners. The Master Servicer will be permitted to require payment of
a sum to be paid by the requesting party (other than the Rating Agencies, the
Trustee, the Paying Agent, the Placement Agents or the


                                     -159-
<PAGE>

Underwriters) sufficient to cover the reasonable costs and expenses of making
such information available.

                  SECTION 8.17 INSPECTIONS. The Master Servicer shall, at its
own expense, inspect or cause to be inspected each Mortgaged Property other than
Mortgaged Properties related to Specially Serviced Mortgage Loans, every
calendar year beginning in 2002, or every second calendar year beginning in 2002
if the Principal Balance of the related Mortgage Loan is under $2 million;
provided that the Master Servicer shall, at the expense of the Trust, inspect or
cause to be inspected each Mortgaged Property related to a Mortgage Loan that
has a Debt Service Coverage Ratio that falls below 1.0x. The Master Servicer
shall prepare an Inspection Report relating to each inspection. The Master
Servicer shall promptly forward the applicable Inspection Report to the Rating
Agencies, the Placement Agents, the Underwriters, the Depositor, the Trustee,
the Paying Agent, the Operating Adviser and the Special Servicer. The Special
Servicer shall have the right to inspect or cause to be inspected (at its own
expense) every calendar year any Mortgaged Property related to a Mortgage Loan
that is not a Specially Serviced Mortgage Loan, provided that the Special
Servicer notifies the Master Servicer prior to such inspection.

                  SECTION 8.18 MODIFICATIONS, WAIVERS, AMENDMENTS, EXTENSIONS
AND CONSENTS.

                  Subject to the limitations of Section 12.3 hereof, the Master
Servicer shall have the following powers:

                  (a) (i) The Master Servicer in accordance with the Servicing
Standard may agree to any modification, waiver, amendment or consent of or
relating to any term other than a Money Term of a Mortgage Loan that is not a
Specially Serviced Mortgage Loan, provided that such amendment would not result
in an Adverse REMIC Event; and provided, further that if any consent relates to
a release of a letter of credit relating to any Mortgage Loan (other than
letters of credit or portions thereof released upon satisfaction of conditions
specified in the related agreements), then (i) the Master Servicer shall notify
the Special Servicer of any Mortgagor's request to release such letter of credit
which the Master Servicer recommends to release, and (ii) if the terms of the
related Mortgage Loan do not require the Master Servicer to approve such
release, then the Special Servicer shall within five Business Days provide
notice to the Master Servicer on whether the Master Servicer should approve the
release (and the failure of the Special Servicer to give the Master Servicer
such notice shall automatically be deemed to be an approval by the Special
Servicer that the Master Servicer should grant such release). Notwithstanding
the preceding sentence, if the Master Servicer recommends to approve such
modification, waiver, amendment or consent (including, without limitation, any
waiver of any requirement that the Mortgagor post additional reserves or a
letter of credit upon the failure of the Mortgagor to satisfy conditions
specified in the Mortgage Loan documents), the Master Servicer shall provide to
the Special Servicer a copy of the Master Servicer's recommendation and the
relevant information obtained or prepared by the Master Servicer in connection
therewith (A) the Special Servicer shall have the right hereunder to grant or
withhold consent to any such proposed modification, waiver, amendment or
consent, and such consent of the Special Servicer shall not be unreasonably
withheld, consistent with the Servicing Standard, (B) failure of the Special
Servicer to notify the Master Servicer, within five Business Days following the
Master


                                     -160-
<PAGE>

Servicer's delivery of the recommendation described above, of its determination
to grant or withhold such consent shall be deemed to constitute a grant of such
consent and (C) the Master Servicer shall not enter into any such proposed
modification, waiver, amendment or consent unless it has received the written
consent of the Special Servicer or such consent has been deemed to have been
granted as described above. Notwithstanding the foregoing, if a Mortgagor makes
a request under the Mortgage Loan documents which is not a request for a
modification, waiver or amendment but requires the satisfaction of a condition,
term or provision of such documents and which requires, or specifies a standard
of, consent or approval of the applicable holder of the Mortgage, then the
Master Servicer, exercising good faith using the Servicing Standard, shall
determine if such condition, term or provision is material to the request, and
if so, shall refer it to the Special Servicer as provided in clauses(A) - (C)
above and if not, may thereafter handle such consent as otherwise provided and
permitted in this Agreement. In any event, the Master Servicer shall promptly
notify the Special Servicer of any material modification, waiver, amendment or
consent executed by the Master Servicer pursuant to this Section 8.18(a)(i) and
provide to the Special Servicer a copy thereof. Notwithstanding the foregoing
provisions of this Section 8.18, if the Mortgage Loan documents require a
Mortgagor to pay a fee for an assumption, modification, waiver, amendment or
consent that would be due or partially due to the Special Servicer, then the
Master Servicer shall not waive such fee without the Special Servicer's
approval.


                  Notwithstanding the foregoing, the Special Servicer
acknowledges that the Master Servicer has delegated certain tasks, rights and
obligations to Primary Servicers with respects to Post Closing Requests (as
defined in the Primary Servicing Agreements) pursuant to Section 8.4 of this
Agreement. The Primary Servicing Agreements classify certain Post Closing
Requests as Category 1 Requests (as defined in the Primary Servicing
Agreements), in which Primary Servicer has certain authority to evaluate and
process such requests in accordance with this Agreement, the applicable Primary
Servicing Agreement and applicable Mortgage Loan documents.

                  With respect to a Category 1 Request that involves a
condition, term or provision that requires, or specifies a standard of, consent
or approval of the applicable Mortgagee under the Mortgage Loan documents, the
Primary Servicing Agreements provide for Master Servicer's determination of
materiality of such condition, term or provision requiring approval or consent
and the referral of such condition, term or provision to a Special Servicer for
consent in accordance with the terms of the Primary Servicing Agreements upon a
determination of materiality. Special Servicer acknowledges such provisions.
Nothing in this Agreement, however, shall grant the Primary Servicers greater
authority, discretion or delegated rights over Post Closing Requests than are
set forth in the Primary Servicing Agreement.

                  (ii) The Master Servicer may, without the consent of the
Special Servicer, extend the maturity date of any Balloon Mortgage Loan that is
not a Specially Serviced Mortgage Loan to a date that is not more than 60 days
following the original Maturity Date, if in the Master Servicer's sole judgment
exercised in good faith (and evidenced by an Officer's Certificate), a default
in the payment of the Balloon Payment is reasonably foreseeable and such
extension is reasonably likely to produce a greater recovery to the Holders on a
net present value basis than liquidation of such Mortgage Loan and the Mortgagor
has obtained an executed


                                     -161-
<PAGE>

written commitment (subject only to satisfaction of conditions set forth
therein) for refinancing of the Mortgage Loan or purchase of the related
Mortgaged Property. The Master Servicer shall process all such extensions and
shall be entitled to (as additional servicing compensation) 100% of any
extension fees collected from a Mortgagor with respect to any such extension.

                  (b) The Master Servicer may require, in its discretion (unless
prohibited or otherwise provided in the Mortgage Loan documents), as a condition
to granting any request by a Mortgagor for any consent, modification, waiver or
amendment, that such Mortgagor pay to the Master Servicer a reasonable and
customary modification fee to the extent permitted by law; provided that the
collection of such fee shall not be permitted if collection of such fee would
cause a "significant modification" (within the meaning of Treasury Regulation
Section 1.860G-2(b) of the Mortgage Loan). The Master Servicer may charge the
Mortgagor for any costs and expenses (including attorneys' fees and Rating
Agency Confirmation fees) incurred by the Master Servicer in connection with any
request for a modification, waiver or amendment. The Master Servicer agrees to
use its best reasonable efforts in accordance with the Servicing Standard to
collect such costs, expenses and fees from the Mortgagor, provided that the
failure or inability of the Mortgagor to pay any such costs and expenses shall
not impair the right of the Master Servicer to cause such costs and expenses
(but not including any modification fee), and interest thereon at the Advance
Rate, to be paid or reimbursed by the Trust as a Servicing Advance (to the
extent not paid by the Mortgagor). If the Master Servicer believes that the
costs and expenses (including attorneys' fees) to be incurred by the Master
Servicer in connection with any request for a modification, waiver or amendment
will result in a payment or reimbursement by the Trust, then the Master Servicer
shall notify the Special Servicer.

                  (c) The Master Servicer shall notify the Trustee, the Paying
Agent and the Special Servicer of any modification, waiver or amendment of any
term of any Mortgage Loan permitted by it under this Section and the date
thereof, and shall deliver to the Trustee for deposit in the related Mortgage
File, an original counterpart of the agreement relating to such modification,
waiver or amendment, promptly following the execution thereof except to the
extent such documents have been submitted to the applicable recording office, in
which event the Master Servicer shall promptly deliver copies of such documents
to the Trustee. The Master Servicer shall not agree to any modification, waiver,
or amendment of any Money Term of a Mortgage Loan or any term of a Specially
Serviced Mortgage Loan.

                  (d) If the Mortgage Loan documents relating to a Mortgage Loan
provide for certain conditions to be satisfied prior to the Master Servicer
releasing additional collateral for the Mortgage Loan (e.g., the release,
reduction or termination of reserves or letters of credit or the establishment
of reserves), then the Master Servicer shall be permitted to waive any such
condition without obtaining the consent of the Special Servicer, provided that
(1) the aggregate amount of the related releases or establishments is no greater
than the smaller of 10% of the outstanding unpaid Principal Balance or $75,000
or (2) the condition to be waived is deemed to be non-material in accordance
with the Servicing Standard. Notwithstanding the foregoing, without the Special
Servicer's consent or except as provided in the specific Mortgage Loan
documents, the Master Servicer shall not waive: (1) a requirement for any such
additional collateral to exist, or (2) a lock box requirement.



                                     -162-
<PAGE>

                  (e) Neither the Master Servicer nor any Primary Servicer will
be required to obtain a Rating Agency Confirmation in connection with this
Agreement unless the terms of this Agreement specifically requires the Master
Servicer to do so, and if so required by the terms of this Agreement, the Master
Servicer and any Primary Servicer shall not be permitted to waive (i) the Rating
Agency Confirmation requirement or (ii) the obligation of a Mortgagor to pay all
or any portion of any fee payable in connection with obtaining the Rating Agency
Confirmation.

                  SECTION 8.19 SPECIALLY SERVICED MORTGAGE LOANS.

                  (a) The Master Servicer shall send a written notice to the
Special Servicer, the Rating Agencies, the Paying Agent and the Trustee within
two Business Days after becoming aware of a Servicing Transfer Event with
respect to a Mortgage Loan, which notice shall identify the related Mortgage
Loan and set forth in reasonable detail the nature and relevant facts of such
Servicing Transfer Event and whether such Mortgage Loan is covered by an
Environmental Insurance Policy (and for purposes of stating whether such
Mortgage Loan is covered by an Environmental Insurance Policy the Master
Servicer may rely on the Mortgage Loan Schedule) and, except for the Rating
Agencies, the Paying Agent and the Trustee, shall be accompanied by a copy of
the Servicer Mortgage File.

                  (b) Prior to the transfer of the servicing of any Specially
Serviced Mortgage Loan to the Special Servicer, the Master Servicer shall notify
the related Mortgagor of such transfer in accordance with the Servicing Standard
(the form and substance of such notice shall be reasonably satisfactory to the
Special Servicer).

                  (c) Any calculations or reports prepared by the Master
Servicer to the extent they relate to Specially Serviced Mortgage Loans shall be
based on information supplied to the Master Servicer in writing by the Special
Servicer as provided hereby. The Master Servicer shall have no duty to
investigate or confirm the accuracy of any information provided to it by the
Special Servicer and shall have no liability for the inaccuracy of any of its
reports due to the inaccuracy of the information provided by the Special
Servicer.

                  (d) On or prior to each Distribution Date, the Master Servicer
shall provide to the Special Servicer, in order for the Special Servicer to
comply with its obligations under this Agreement, such information (and in the
form and medium) as the Special Servicer may reasonably request in writing from
time to time, provided that (i) the Master Servicer shall not be required to
produce any ad hoc reports or incur any unusual expense or effort in connection
therewith and (ii) if the Master Servicer elects to provide such ad hoc reports,
it may require the Special Servicer to pay a reasonable fee to cover the costs
of the preparation thereof.

                  SECTION 8.20 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
MASTER SERVICER.

                  (a) The Master Servicer hereby represents and warrants to and
covenants with the Trustee and the Paying Agent, as of the date hereof:

                        (i) the Master Servicer is duly organized, validly
existing and in good standing as a national banking association under the laws
of the United States, and shall be


                                      -163-
<PAGE>

and thereafter remain, in compliance with the laws of each State in which any
Mortgaged Property is located to the extent necessary to perform its obligations
under this Agreement, except where the failure to so qualify or comply would not
adversely affect the Master Servicer's ability to perform its obligations
hereunder in accordance with the terms of this Agreement;

                        (ii) the Master Servicer has the full power and
authority to execute, deliver, perform, and to enter into and consummate all
transactions and obligations contemplated by this Agreement. The Master Servicer
has duly and validly authorized the execution, delivery and performance of this
Agreement and this Agreement has been duly executed and delivered by the Master
Servicer; and this Agreement, assuming the due authorization, execution and
delivery thereof by the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent and the Special Servicer, evidences the valid and binding obligation of
the Master Servicer enforceable against the Master Servicer in accordance with
its terms subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

                        (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                        (iv) no litigation is pending or, to the Master
Servicer's knowledge, threatened, against it, that would materially and
adversely affect the execution, delivery or enforceability of this Agreement or
its ability to service the Mortgage Loans or to perform any of its other
obligations hereunder in accordance with the terms hereof;

                        (v) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder;
and

                        (vi) the performance of the services by the Master
Servicer contemplated by this Agreement are in the ordinary course of business
of the Master Servicer and the Master Servicer possesses all licenses, permits
and other authorizations necessary to perform its duties hereunder.


                                      -164-
<PAGE>

                  (b) It is understood that the representations and warranties
set forth in this Section 8.20 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the Master Servicer arising
out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Master Servicer by any of
the Trustee or the Master Servicer. The Master Servicer shall give prompt notice
to the Trustee, the Depositor, the Primary Servicers and the Special Servicer of
the occurrence, or the failure to occur, of any event that, with notice or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

                  SECTION 8.21 MERGER OR CONSOLIDATION. Any Person into which
the Master Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Master Servicer shall be a party, or any Person succeeding to the business of
the Master Servicer, shall be the successor of the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the provisions in
the foregoing sentence are not met, the Trustee may terminate the Master
Servicer's servicing of the Mortgage Loans pursuant hereto, such termination to
be effected in the manner set forth in Sections 8.28 and 8.29.

                  SECTION 8.22 RESIGNATION OF MASTER SERVICER.

                  (a) Except as otherwise provided in Section 8.22(b) hereof,
the Master Servicer shall not resign from the obligations and duties hereby
imposed on it unless it determines that the Master Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until a successor servicer designated by
the Trustee, with the consent of the Depositor and the Paying Agent, shall have
assumed the Master Servicer's responsibilities and obligations under this
Agreement and Rating Agency Confirmation shall have been obtained. Notice of
such resignation shall be given promptly by the Master Servicer to the Trustee.

                  (b) The Master Servicer may resign from the obligations and
duties imposed on it, upon 30 days notice to the Trustee and the Paying Agent,
provided that (i) a successor servicer (w) is available, (x) has assets of at
least $15,000,000, (y) is willing to assume the obligations, responsibilities,
and covenants to be performed hereunder by the Master Servicer on substantially
the same terms and conditions, and for not more than equivalent compensation to
that herein provided and (z) assumes all obligations under the Primary Servicing
Agreements; (ii) the Master Servicer bears all costs associated with its
resignation and the transfer of servicing; and (iii) Rating Agency Confirmation
is obtained with respect to such servicing transfer, as evidenced by a letter
delivered to the Trustee by each Rating Agency.

                  SECTION 8.23 ASSIGNMENT OR DELEGATION OF DUTIES BY MASTER
SERVICER. The Master Servicer shall have the right without the prior written
consent of the Trustee to (A)


                                      -165-
<PAGE>

delegate or subcontract with or authorize or appoint anyone, or delegate certain
duties to other professionals such as attorneys and appraisers, as an agent of
the Master Servicer (as provided in Section 8.4) to perform and carry out any
duties, covenants or obligations to be performed and carried out by the Master
Servicer hereunder or (B) assign and delegate all of its duties hereunder;
provided, however, that with respect to clause (B), (i) the Master Servicer
gives the Depositor, the Special Servicer, the Primary Servicers and the Trustee
notice of such assignment and delegation; (ii) such purchaser or transferee
accepting such assignment and delegation executes and delivers to the Depositor
and the Trustee an agreement accepting such assignment, which contains an
assumption by such Person of the rights, powers, duties, responsibilities,
obligations and liabilities of the Master Servicer, with like effect as if
originally named as a party to this Agreement and the Primary Servicing
Agreements; (iii) the purchaser or transferee has assets in excess of
$15,000,000; (iv) such assignment and delegation is the subject of a Rating
Agency Confirmation; and (v) the Depositor consents to such assignment and
delegation, such consent not be unreasonably withheld. In the case of any such
assignment and delegation in accordance with the requirements of subclause (B)
of this Section, the Master Servicer shall be released from its obligations
under this Agreement, except that the Master Servicer shall remain liable for
all liabilities and obligations incurred by it as the Master Servicer hereunder
prior to the satisfaction of the conditions to such assignment set forth in the
preceding sentence. Notwithstanding the above, the Master Servicer may appoint
the Primary Servicers and Sub-Servicers in accordance with Section 8.4 hereof.

                  SECTION 8.24 LIMITATION ON LIABILITY OF THE MASTER SERVICER
AND OTHERS.

                  (a) Neither the Master Servicer nor any of the directors,
officers, employees or agents of the Master Servicer shall be under any
liability to the holders of the Certificates, the Depositor, the Trustee, the
Fiscal Agent, the Paying Agent, the Placement Agents, the Underwriters, the
holders of the B Notes or the Special Servicer for any action taken or for
refraining from the taking of any action in good faith, or using reasonable
business judgment, consistent with the Servicing Standard; provided that this
provision shall not protect the Master Servicer or any such person against any
breach of a representation or warranty contained herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in its performance of duties under the Agreement or by reason of
negligent disregard of obligations and duties hereunder. The Master Servicer and
any director, officer, employee or agent of the Master Servicer may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person (including, without limitation, the Special Servicer) respecting any
matters arising hereunder. The Master Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action which is not incidental to
its duties to service the Mortgage Loans in accordance with this Agreement;
provided that the Master Servicer may in its sole discretion undertake any such
action which it may reasonably deem necessary or desirable in order to protect
the interests of the Certificateholders and the Trustee in the Mortgage Loans,
or the interests of the holders of the B Notes (subject to the Special
Servicer's servicing of Specially Serviced Mortgage Loans as contemplated
herein), or shall undertake any such action if instructed to do so by the
Trustee. In such event, all legal expenses and costs of such action shall be
expenses and costs of the Trust, and the Master Servicer shall be entitled to be
reimbursed therefor as Servicing Advances as provided by Section 5.2, subject to
the provisions of Section 4.4 hereof.


                                      -166-
<PAGE>

                  (b) In addition, the Master Servicer shall have no liability
with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any
certificates or opinions furnished to the Master Servicer and conforming to the
requirements of this Agreement. Subject to the Servicing Standard, the Master
Servicer shall have the right to rely on information provided to it by the
Special Servicer and Mortgagors, and will have no duty to investigate or verify
the accuracy thereof. Neither the Master Servicer, nor any director, officer,
employee, agent or Affiliate, shall be personally liable for any error of
judgement made in good faith by any officer, unless it shall be proved that the
Master Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Master Servicer nor any director, officer, employee, agent or
Affiliate, shall be personally liable for any action taken, suffered or omitted
by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement.

                  (c) The Master Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Special Servicer, the Paying Agent, Trustee or the Fiscal Agent
in this Agreement. The Trust shall indemnify and hold harmless the Master
Servicer from any and all claims, liabilities, costs, charges, fees or other
expenses which relate to or arise from any such breach of representation,
warranty or covenant to the extent the Master Servicer is unable to recover such
amounts from the Person in breach.

                  (d) Except as otherwise specifically provided herein:

                        (i) the Master Servicer may rely, and shall be protected
in acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement,
agreement, appraisal, bond or other document (in electronic or paper format)
reasonably believed or in good faith believed by it to be genuine and to have
been signed or presented by the proper party or parties;

                        (ii) the Master Servicer may consult with counsel, and
any written advice or Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;

                        (iii) the Master Servicer shall not be personally liable
for any action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion, rights or powers conferred upon it by
this Agreement; and

                        (iv) the Master Servicer, in preparing any reports
hereunder, may rely, and shall be protected in acting or refraining from acting
upon any information (financial or other), statement, certificate, document,
agreement, covenant, notice, request or other paper reasonably believed by it to
be genuine and provided by any Mortgagor or manager of a Mortgaged Property.

                  (e) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trustee, the Fiscal
Agent, the Paying Agent and the



                                      -167-
<PAGE>

Special Servicer, as the case may be, and held harmless against any loss,
liability or expense including reasonable attorneys' fees incurred in connection
with any legal action relating to the Trustee's, Fiscal Agent's, the Paying
Agent's or the Special Servicer's, as the case may be, respective willful
misfeasance, bad faith or negligence in the performance of its respective duties
hereunder or by reason of negligent disregard of its respective duties
hereunder, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of any of the
Master Servicer's duties hereunder or by reason of negligent disregard of the
Master Servicer's obligations and duties hereunder. The Master Servicer shall
immediately notify the Trustee, the Paying Agent and the Special Servicer if a
claim is made by a third party with respect to this Agreement or the Mortgage
Loans entitling the Master Servicer to indemnification hereunder, whereupon the
Trustee, the Paying Agent, or the Special Servicer, in each case, to the extent
the claim is related to its respective willful misfeasance, bad faith or
negligence, may assume the defense of any such claim (with counsel reasonably
satisfactory to the Master Servicer) and pay all expenses in connection
therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Trustee, the Paying Agent and the Special
Servicer shall not affect any rights that the Master Servicer may have to
indemnification under this Agreement or otherwise, unless the Trustee's, the
Paying Agent's or the Special Servicer's defense of such claim is materially
prejudiced thereby. Such indemnity shall survive the termination of this
Agreement or the resignation or removal of the Master Servicer hereunder. Any
payment hereunder made by the Trustee, the Paying Agent, the Fiscal Agent or the
Special Servicer pursuant to this paragraph to the Master Servicer shall be paid
from the Trustee's, the Paying Agent's, Fiscal Agent's or Special Servicer's own
funds, without reimbursement from the Trust therefor except to the extent
achieved through subrogation as provided in this Agreement. Any expenses
incurred or indemnification payments made by the Trustee, the Paying Agent, the
Fiscal Agent or the Special Servicer shall be reimbursed by the party so paid,
if a court of competent jurisdiction makes a final judgment that the conduct of
the Trustee, the Paying Agent, the Fiscal Agent or the Special Servicer, as the
case may be was not culpable or found to have acted with willful misfeasance,
bad faith or negligence.

                  SECTION 8.25 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Master Servicer and any director, officer, employee or
agent of the Master Servicer shall be indemnified by the Trust and held harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments and any other costs, liabilities, fees and expenses
incurred in connection with any legal action relating to this Agreement, any
Mortgage Loans, any REO Property or the Certificates or any exercise of any
right under this Agreement reasonably requiring the use of counsel or the
incurring of expenses other than any loss, liability or expense incurred by
reason of the Master Servicer's willful misfeasance, bad faith or negligence in
the performance of duties hereunder. The Master Servicer shall assume the
defense of any such claim (with counsel reasonably satisfactory to the Master
Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement. The Trustee, the Paying Agent or the Master Servicer shall
promptly make from the Certificate Account any payments certified by the Master
Servicer


                                     -168-
<PAGE>

to the Trustee and the Paying Agent as required to be made to the Master
Servicer pursuant to this Section 8.25.

                  (b) The Master Servicer agrees to indemnify the Trustee, the
Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent,
and any director, officer, employee, agent or Controlling Person thereof, and
hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special
Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from
or as a result of the willful misfeasance, bad faith or negligence in the
performance of any of the Master Servicer's duties hereunder or by reason of
negligent disregard of the Master Servicer's obligations and duties hereunder
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations), and if
in any such situation the Master Servicer is replaced, the parties hereto agree
that the amount of such claims, losses, penalties, fines, legal fees and related
costs, judgments, and other costs, liabilities, fees and expenses shall at least
equal the incremental costs, if any, of retaining a successor servicer. The
Trustee, the Fiscal Agent, the Special Servicer, the Paying Agent or the
Depositor, as applicable, shall immediately notify the Master Servicer if a
claim is made by any Person with respect to this Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(b),
whereupon the Master Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Fiscal Agent, the Special
Servicer, the Paying Agent or the Depositor, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against it or them in
respect of such claim. Any failure to so notify the Master Servicer shall not
affect any rights the Trustee, the Fiscal Agent, the Special Servicer, the
Depositor, the Paying Agent or the Trust may have to indemnification under this
Agreement or otherwise, unless the Master Servicer's defense of such claim is
materially prejudiced thereby. The indemnification provided herein shall survive
the termination of this Agreement and the resignation or termination of the
Master Servicer, the Fiscal Agent, the Special Servicer, the Paying Agent and
the Trustee. Any expenses incurred or indemnification payments made by the
Master Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Master Servicer was not culpable or that the Master Servicer did not act
with willful misfeasance, bad faith or negligence.

                  (c) Each Primary Servicer and any director, officer, employee
or agent thereof shall be indemnified by the Trust and held harmless against any
and all claims, losses, penalties, fines, forfeitures, legal fees and related
costs, judgments and any other costs, liabilities, fees and expenses incurred in
connection with any legal action relating to this Agreement, its related Primary
Servicing Agreement (but only if, and to the extent that, the Master Servicer
would have been entitled to indemnification therefor under this Agreement if it
were directly servicing the Mortgage Loan), any Mortgage Loans, any REO Property
or the Certificates or any exercise of any right under this Agreement or its
related Primary Servicing Agreement (limited as set forth above) reasonably
requiring the use of counsel or the incurring of expenses other than any loss,
liability or expense incurred by reason of a Primary Servicer's willful
misfeasance, bad faith or negligence in the performance of duties thereunder.
The applicable Primary Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the applicable


                                     -169-
<PAGE>

Primary Servicer) and out of the Trust pay all expenses in connection therewith,
including counsel fees, and out of the Trust promptly pay, discharge and satisfy
any judgment or decree which may be entered against it or them in respect of
such claim. The indemnification provided herein shall survive the termination of
this Agreement and the Primary Servicing Agreement. The Trustee, the Paying
Agent or the Master Servicer shall promptly make from the Certificate Account
any payments certified by a Primary Servicer to the Trustee and the Paying Agent
as required to be made to such Primary Servicer pursuant to this Section 8.25.

                  (d) Each Primary Servicer agrees to indemnify the Trustee, the
Fiscal Agent, the Special Servicer, the Trust, the Depositor, the Paying Agent,
and any director, officer, employee, agent or Controlling Person thereof, and
hold them harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses that the Trustee, the Fiscal Agent, the Special
Servicer, the Depositor, the Paying Agent and the Trust may sustain arising from
or as a result of the willful misfeasance, bad faith or negligence in the
performance of any of the applicable Primary Servicer's duties under this
Agreement, its related Primary Servicing Agreement or by reason of negligent
disregard of the applicable Primary Servicer's obligations and duties thereunder
(including a breach of such obligations a substantial motive of which is to
obtain an economic advantage from being released from such obligations), and if
in any such situation the applicable Primary Servicer is replaced, the parties
hereto agree that the amount of such claims, losses, penalties, fines, legal
fees and related costs, judgments, and other costs, liabilities, fees and
expenses shall at least equal the incremental costs, if any, of retaining a
successor primary servicer. The Trustee, the Fiscal Agent, the Special Servicer,
the Paying Agent or the Depositor, as applicable, shall immediately notify the
applicable Primary Servicer if a claim is made by any Person with respect to
this Agreement, the related Primary Servicing Agreement or the Mortgage Loans
entitling the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Paying Agent or the Trust to indemnification under this Section 8.25(d),
whereupon the applicable Primary Servicer shall assume the defense of any such
claim (with counsel reasonably satisfactory to the Trustee, the Fiscal Agent,
the Special Servicer, the Paying Agent or the Depositor, as applicable) and pay
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. Any failure to so notify the applicable Primary
Servicer shall not affect any rights the Trustee, the Fiscal Agent, the Special
Servicer, the Depositor, the Paying Agent or the Trust may have to
indemnification under this Agreement, the related Primary Servicing Agreement or
otherwise, unless the Primary Servicer's defense of such claim is materially
prejudiced thereby. The indemnification provided herein shall survive the
termination of this Agreement and the Primary Servicing Agreement and the
resignation or termination of the Master Servicer, the Fiscal Agent, the Special
Servicer, the Paying Agent and the Trustee. Any expenses incurred or
indemnification payments made by a Primary Servicer shall be reimbursed by the
party so paid, if a court of competent jurisdiction makes a final,
non-appealable judgment that the conduct of such Primary Servicer was not
culpable or that such Primary Servicer did not act with willful misfeasance, bad
faith or negligence.

                  SECTION 8.26 EXCHANGE ACT REPORTING. The Master Servicer, the
Special Servicer, the Paying Agent, the Trustee and the Fiscal Agent shall
reasonably cooperate with the Depositor in connection with the Depositor's
satisfying the reporting requirements in respect of the Trust under the Exchange
Act. The Paying Agent shall prepare, execute and file on behalf of


                                     -170-
<PAGE>

the Depositor with respect to the Trust any Forms 8-K and 10-K customary for
similar securities as required by the Exchange Act and the Rules and Regulations
of the Securities and Exchange Commission thereunder; provided that the
Depositor shall file the initial Form 8-K in connection with the issuance of the
Certificates. The Paying Agent shall file each Form 8-K with a copy of the
related Monthly Certificateholders Report attached thereto. Any other
attachments to be filed with any Form 8-K shall be delivered to the Paying Agent
in Edgar-compatible form or as otherwise agreed upon by the Paying Agent and the
Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Such EDGAR filings
shall be at the expense of the Depositor. The Paying Agent shall continue to
make such filings until such time as the Depositor notifies the Paying Agent
that it has obtained from the Securities and Exchange Commission a no-action
letter or other exemptive relief relating to reducing reporting requirements in
respect of the Trust under the Exchange Act and, in accordance with and to the
extent permitted by applicable law, has filed a Form 15 relating to the
automatic termination of reporting in respect of the Trust under the Exchange
Act. Beginning on or before January 31, 2002, the Depositor shall pay the Paying
Agent before January 31 of each year a fee of $5,000 as compensation for
preparing and filing such reports.

                  SECTION 8.27 COMPLIANCE WITH REMIC PROVISIONS. The Master
Servicer shall act in accordance with this Agreement and the REMIC Provisions
and related provisions of the Code in order to create or maintain the status of
the REMICs created hereby as REMICs under the Code. The Master Servicer shall
take no action or cause any REMIC Pool to take any action that could (i)
endanger the status of any REMIC Pool as a REMIC under the Code or (ii) result
in the imposition of a tax upon any REMIC Pool (including, but not limited to,
the tax on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Trustee shall
have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such tax. The Master
Servicer shall comply with the provisions of Article XII hereof.

                  SECTION 8.28 TERMINATION. The obligations and responsibilities
of the Master Servicer created hereby (other than the obligation of the Master
Servicer to make payments to the Paying Agent as set forth in Section 8.29 and
the obligations of the Master Servicer to the Trustee, the Paying Agent, Fiscal
Agent, the Special Servicer and the Trust) shall terminate (i) on the date which
is the later of (A) the final payment or other liquidation of the last Mortgage
Loan remaining outstanding (and final distribution to the Certificateholders) or
(B) the disposition of all REO Property (and final distribution to the
Certificateholders), (ii) if an Event of Default described in clauses
8.28(b)(iii), (iv), (v) or (vi) has occurred, 60 days following the date on
which the Trustee or Depositor gives written notice to the Master Servicer that
the Master Servicer is terminated or (iii) if an Event of Default described in
clauses 8.28(b)(i), (ii), (vii), (viii), (ix) or (x) has occurred, immediately
upon the date on which the Trustee or the Depositor gives written notice to the
Master Servicer that the Master Servicer is terminated. After any Event of
Default, the Trustee (i) may elect to terminate the Master Servicer by providing
such notice, and (ii) shall provide such notice if holders of Certificates
representing more than 25% of the Aggregate Certificate Balance of all
Certificates so direct the Trustee.

                  (a) "Event of Default," wherever used herein, means any one of
the following events:



                                     -171-
<PAGE>

                        (i) any failure by the Master Servicer to remit to the
Paying Agent or otherwise make any payment required to be remitted by the Master
Servicer under the terms of this Agreement, including any required Advances; or

                        (ii) any failure by the Master Servicer to make a
required deposit to the Certificate Account which continues unremedied for one
Business Day following the date on which such deposit was first required to be
made; or

                        (iii) any failure on the part of the Master Servicer
duly to observe or perform in any material respect any other of the duties,
covenants or agreements on the part of the Master Servicer contained in this
Agreement which continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Master Servicer by the Depositor or the Trustee;
provided, however, that if the Master Servicer certifies to the Trustee and the
Depositor that the Master Servicer is in good faith attempting to remedy such
failure, such cure period will be extended to the extent necessary to permit the
Master Servicer to cure such failure; provided, further that such cure period
may not exceed 90 days; or

                        (iv) any breach of the representations and warranties
contained in Section 8.20 hereof that materially and adversely affects the
interest of any holder of any Class of Certificates and that continues
unremedied for a period of 30 days after the date on which notice of such
breach, requiring the same to be remedied, shall have been given to the Master
Servicer by the Depositor or the Trustee, provided, however, that if the Master
Servicer certifies to the Trustee and the Depositor that the Master Servicer is
in good faith attempting to remedy such breach, such cure period will be
extended to the extent necessary to permit the Master Servicer to cure such
breach; provided, further that such cure period may not exceed 90 days; or

                        (v) the Trustee shall receive notice from Fitch to the
effect that the continuation of the Master Servicer in such capacity would
result in the downgrade, qualification or withdrawal of any rating then assigned
by Fitch to any Class of Certificates; or

                        (vi) the Master Servicer has been downgraded to a
servicer rating level below CMS3 (or its then equivalent) by Fitch; or

                        (vii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or

                        (viii) the Master Servicer shall consent to the
appointment of a conservator, receiver, liquidator, trustee or similar official
in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Master Servicer or of
or relating to all or substantially all of its property; or



                                     -172-
<PAGE>

                        (ix) the Master Servicer shall admit in writing its
inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute,
make an assignment for the benefit of its creditors, voluntarily suspend payment
of its obligations, or take any corporate action in furtherance of the
foregoing; or

                        (x) the Master Servicer is removed from S&P's approved
master servicer list and the ratings then assigned by S&P to any classes of
certificates are downgraded, qualified or withdrawn (including, without
limitation, being placed on "negative credit watch") in connection with such
removal.

                  (b) Notwithstanding the foregoing, if the Event of Default of
the Master Servicer occurs solely by reason of the occurrence of a "Primary
Servicing Default" (as hereinafter defined), other than by reason of the Master
Servicer's failure to cause the cure of such event, and the Trustee (or the
Trustee at the direction of the Certificateholders pursuant to Section 8.28
hereof) elects to terminate the Master Servicer, then Wells Fargo Bank, National
Association shall have the right to elect that the successor Master Servicer,
upon its succession, enter into a primary servicing agreement with Wells Fargo
Bank, National Association with respect to all Mortgage Loans as to which that
Primary Servicing Default occurred, so long as the initial Master Servicer is on
the approved list of commercial mortgage loan servicers maintained by S&P and
the initial Master Servicer has a commercial loan master servicer rating of at
least "CMS3" (or its equivalent) by Fitch or a commercial loan primary servicer
rating of at least "CPS3" (or its equivalent) by Fitch, and such agreement shall
be substantially in the form of Exhibit G-1 or G-2 hereto (but as if Wells Fargo
Bank, National Association were the Primary Servicer or Sub-Servicer thereunder
and with applicable servicing fees and excess fees as specified on the Mortgage
Loan Schedule); and, in the case of an agreement in the form of Exhibit G-1,
thereupon Wells Fargo Bank, National Association shall be deemed to have been
granted the rights and deemed to have assumed the obligations granted to or
imposed on "Primary Servicers" hereunder as to such Mortgage Loans (and under
such Primary Servicing Agreement). For purposes of the preceding sentence, a
"Primary Servicing Default" means an "event of default" of the related Primary
Servicer under the related Primary Servicing Agreement of either Principal
Capital Management, LLC or JHREF or of the related sub-servicer under the
related sub-servicing agreement (in effect as of the date hereof) of GMAC
Commercial Mortgage Corporation or Babson. If the Master Servicer is terminated
based upon an Event of Default set forth in clause (i) (as to the obligation to
make P&I Advances), (v), (vi) or (x) of Section 8.28(b), then the Master
Servicer shall have the right to enter into a primary servicing agreement with
the successor Master Servicer with respect to all Mortgage Loans that are not
then subject to a Primary Servicing Agreement, so long as the terminated Master
Servicer is on the approved list of commercial mortgage loan servicers
maintained by S&P and Fitch.

                  SECTION 8.29 PROCEDURE UPON TERMINATION.

                  (a) Notice of any termination pursuant to clause (i) of
Section 8.28(a), specifying the Master Servicer Remittance Date upon which the
final transfer by the Master Servicer to the Paying Agent shall be made, shall
be given promptly in writing by the Master Servicer to the Paying Agent no later
than the later of (i) five Business Days after the final payment or other
liquidation of the last Mortgage Loan or (ii) the sixth day of the month of such



                                     -173-
<PAGE>

final distribution. Upon any such termination, the duties of the Master Servicer
(other than the obligation of the Master Servicer to pay to the Paying Agent the
amounts remaining in the Certificate Account as set forth below and the
obligations of the Master Servicer to the Trustee and the Trust and the Fiscal
Agent as provided herein) shall terminate and the Master Servicer shall transfer
to the Paying Agent the amounts remaining in the Certificate Account (and any
sub-account) after making the withdrawals permitted to be made pursuant to
Section 5.2 and shall thereafter terminate the Certificate Account and any other
account or fund maintained with respect to the Mortgage Loans.

                  (b) On the date specified in a written notice of termination
given to the Master Servicer pursuant to clause (ii) of Section 8.28(a), or on
the date on which a written notice of termination is given to the Master
Servicer pursuant to clause (iii) of Section 8.28(a) all authority, power and
rights of the Master Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall terminate (except for any rights relating to
unpaid servicing compensation or unreimbursed Advances or, if the terminated
Master Servicer is Wells Fargo Bank, National Association, its rights to the
Excess Servicing Fee); provided that in no event shall the termination of the
Master Servicer be effective until a successor servicer shall have succeeded the
Master Servicer as successor servicer, subject to approval by the Rating
Agencies, notified the Master Servicer of such designation and such successor
servicer shall have assumed the Master Servicer's obligations and
responsibilities hereunder and under the Primary Servicing Agreements, as set
forth in an agreement substantially in the form hereof, with respect to the
Mortgage Loans and, in the circumstances set forth in the last sentence of
Section 8.28(c), entered into a new primary servicing agreement with the
predecessor Master Servicer in substantially the same form as Exhibit AA
attached hereto. Except as provided in the next sentence, the Trustee may not
succeed the Master Servicer as servicer until and unless it has satisfied the
provisions that would apply to a Person succeeding to the business of the Master
Servicer pursuant to Section 8.22(b) hereof. Notwithstanding the foregoing
sentence, in the event that the Master Servicer is terminated as a result of an
event described in Section 8.28(b)(vii), 8.28(b)(viii) or 8.28(b)(ix), the
Trustee shall act as successor servicer immediately upon delivery of a notice of
termination to the Master Servicer and shall use commercially reasonable efforts
within 90 days of assuming the duties of the Master Servicer, either to satisfy
the conditions of Section 8.22(b) hereof or to transfer the duties of the Master
Servicer to a successor servicer who has satisfied such conditions. The Trustee
is hereby authorized and empowered to execute and deliver, on behalf of the
Master Servicer, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents or otherwise. The Master Servicer agrees to cooperate with the
Trustee, the Paying Agent and the Fiscal Agent in effecting the termination of
the Master Servicer's responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Mortgagors of the assignment of the
servicing function and providing the Trustee all documents and records in
electronic or other form reasonably requested by it to enable the successor
servicer designated by the Trustee to assume the Master Servicer's functions
hereunder and to effect the transfer to such successor for administration by it
of all amounts which shall at the time be or should have been deposited by the
Master Servicer in the Certificate Account and any other account or fund
maintained or thereafter received with respect to the Mortgage Loans.



                                     -174-
<PAGE>

                  (c) If the Master Servicer receives a written notice of
termination pursuant to clause (ii) of Section 8.28(a) relating solely to an
Event of Default set forth in clause (v), (vi) or (x) of Section 8.28(b), and if
the Master Servicer provides the Trustee with the appropriate "request for
proposal" materials within five Business Days after receipt of such written
notice of termination, then the Trustee shall promptly thereafter (using such
"request for proposal" materials provided by the Master Servicer) solicit good
faith bids for the rights to service the Mortgage Loans under this Agreement
from at least three but no more than five Qualified Bidders or, if three
Qualified Bidders cannot be located, then from as many persons as the Trustee
can determine are Qualified Bidders. At the Trustee's request, the Master
Servicer shall supply the Trustee with the names of Persons from whom to solicit
such bids. In no event shall the Trustee be responsible if less than three
Qualified Bidders submit bids for the right to service the Mortgage Loans under
this Agreement.

                  (d) Each bid proposal shall require any Successful Bidder, as
a condition of its bid, to enter into this Agreement as successor Master
Servicer, and to agree to be bound by the terms hereof and the terms of the
Primary Servicing Agreements, not later than 30 days after termination of the
Master Servicer hereunder. The Trustee shall select the Qualified Bidder with
the highest cash bid (or such other Qualified Bidder as the Master Servicer may
direct) (the "Successful Bidder") to act as successor Master Servicer hereunder.
The Trustee shall direct the Successful Bidder to enter into this Agreement as
successor Master Servicer pursuant to the terms hereof, and in connection
therewith to deliver the amount of the Successful Bidder's cash bid to the
Trustee by wire transfer of immediately available funds to an account specified
by the Trustee no later than 10:00 a.m. New York City time on the date specified
for the assignment and assumption of the servicing rights hereunder.

                  (e) Upon the assignment and acceptance of the servicing rights
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Master Servicer
the amount of such cash bid received from the Successful Bidder (net of all
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Master Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

                  (f) If the Successful Bidder has not entered into this
Agreement as successor Master Servicer within 30 days after the termination of
the Master Servicer hereunder or no Successful Bidder was identified within such
30-day period, the Trustee shall have no further obligations under Section
8.29(c) and may act or may select another successor to act as Master Servicer
hereunder in accordance with Section 8.29(b).

                  (g) Notwithstanding anything to the contrary in this Section
8.29, the successor master servicer must assume all of the obligations of the
terminated Master Servicer under the Primary Servicing Agreements (and the
Westin River Subservicing Agreement and the subservicing agreement (in effect as
of the date hereof) of GMAC Commercial Mortgage Corporation) as a condition
precedent to its becoming Master Servicer hereunder.



                                     -175-
<PAGE>

                  For purposes of the foregoing provisions of Section 8.29(c),
the phrase "rights to service" shall be construed to exclude those servicing
rights and duties as to which Wells Fargo Bank, National Association has made an
election for the execution of a primary servicing agreement as contemplated by
Section 8.28(c).

                  SECTION 8.30 ADDITIONAL OBLIGATIONS OF THE MASTER SERVICER.
With respect to the A/B Mortgage Loan designated on the Mortgage Loan Schedule
as Mortgage Loan No. 1, pursuant to the Intercreditor Agreement dated as of
December 15, 2000 (the "Mezzanine Intercreditor Agreement"), between the
mortgagee and Starwood Hotels & Resorts Worldwide, Inc., the Master Servicer (if
the related A Note and B Note are not Specially Serviced Mortgage Loans) or the
Special Servicer (if the related A Note and B Note are Specially Serviced
Mortgage Loans) shall comply with all terms of the Mezzanine Intercreditor
Agreement, including, without limitation, giving the "Mezzanine Lender" (as
defined in the Mezzanine Intercreditor Agreement) notice of any "Mortgage Event
of Default" (as defined in the Mezzanine Intercreditor Agreement) of which the
Master Servicer is aware.

                                   ARTICLE IX

           ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE
                            LOANS BY SPECIAL SERVICER

                  SECTION 9.1 DUTIES OF SPECIAL SERVICER.




                  (a) For and on behalf of the Certificateholders and the
Trustee, the Special Servicer shall service the Specially Serviced Mortgage
Loans and manage the related REO Properties in accordance with the provisions of
this Agreement and the Servicing Standard. References in this Article IX to
"Mortgage Loans" shall be construed, unless otherwise specified, to refer also
to the B Notes (but any other terms that are defined in Article I and used in
this Article IX shall be construed according to such definitions without regard
to this sentence).

                  (b) The Special Servicer shall cooperate with the Master
Servicer and provide the Master Servicer with the information reasonably
requested by the Master Servicer, in writing, to the extent required to allow
the Master Servicer to perform its servicing obligations with respect to the
Specially Serviced Mortgage Loans hereunder; provided, however, that (i) the
Special Servicer shall not be required to produce any ad hoc reports or incur
any unusual expense or effort in connection therewith and (ii) if the Special
Servicer elects to provide such ad hoc reports, the Special Servicer may require
the Master Servicer to pay a reasonable fee to cover the costs of the
preparation thereof. The Special Servicer's obligations with respect to the
servicing of any Specially Serviced Mortgage Loan and any related REO Properties
shall terminate when such Specially Serviced Mortgage Loan has become a
Rehabilitated Mortgage Loan, unless and until another Servicing Transfer Event
with respect to such Rehabilitated Mortgage Loan occurs.

                  (c) The Special Servicer shall send a written notice to the
Master Servicer and the Paying Agent within two Business Days after becoming
aware that a Mortgage Loan has become a Rehabilitated Mortgage Loan, which
notice shall identify the applicable Mortgage Loan. Upon the receipt of such
notice by the Master Servicer and the Paying Agent, such


                                     -176-
<PAGE>

Mortgage Loan shall become a Rehabilitated Mortgage Loan and will be serviced by
the Master Servicer.

                  (d) Upon the occurrence of a Servicing Transfer Event with
respect to a Mortgage Loan and upon the reasonable request of the Special
Servicer, the Master Servicer shall mark its records for such Mortgage Loan to
cause any monthly statements for amounts due on such Mortgage Loan to be sent
thereafter to the Special Servicer rather than the related Mortgagor. Upon
receipt of any such monthly statement, the Special Servicer shall, within two
Business Days, advise the Master Servicer of any changes to be made, and return
the monthly statement to the Master Servicer. The Master Servicer shall
thereafter promptly send the corrected monthly statement to the Mortgagor. If a
Mortgage Loan becomes a Rehabilitated Mortgage Loan, the Master Servicer shall
send the monthly statement to the Mortgagor as it did before such Mortgage Loan
became a Specially Serviced Mortgage Loan.

                  (e) All amounts collected by the Master Servicer with respect
to a Specially Serviced Mortgage Loan (other than a Mortgage Loan that has
become an REO Mortgage Loan and a B Note) shall be deposited in the Certificate
Account, and all amounts collected by the Master Servicer with respect to a
Specially Serviced Mortgage Loan that is a B Note shall be deposited in the A/B
Loan Custodial Account. The Master Servicer shall within three Business Days
after receipt of any such payment, notify the Special Servicer of the receipt of
such payment and the amount thereof. The Special Servicer shall, within one
Business Day thereafter, instruct the Master Servicer in writing how to apply
such payment (with the application of such payments to be made in accordance
with the related Mortgage Loan documents (including the related Intercreditor
Agreement, if any) or in accordance with this Agreement, as applicable).

                  (f) After the occurrence of any Servicing Transfer Event with
respect to any one or more Mortgage Loans that are the subject of any
Environmental Insurance Policy, (i) the Special Servicer shall monitor the dates
by which any claim must be made or action must be taken under such Environmental
Insurance Policy to achieve the payment of all amounts thereunder to which the
Trust is entitled in the event the Special Servicer has actual knowledge of any
event giving rise to a claim under such Environmental Insurance Policy (an
"Insured Environmental Event") and (ii) if the Special Servicer has actual
knowledge of an Insured Environmental Event with respect to such Mortgage Loan,
the Special Servicer shall take reasonable actions as are in accordance with the
Servicing Standard and the terms and conditions of the related Environmental
Insurance Policy to make a claim thereunder and achieve the payment of all
amounts to which the Trust is entitled thereunder. Any legal fees or other
out-of-pocket costs incurred in accordance with the Servicing Standard in
connection with any such claim shall be paid by, and reimbursable to, the Master
Servicer as a Servicing Advance. All extraordinary expenses (but not ordinary
and routine or anticipated expenses) incurred by the Special Servicer in
fulfilling its obligations under this Section 9.1 shall be paid by the Trust.

                  SECTION 9.2 FIDELITY BOND AND ERRORS AND OMISSIONS INSURANCE
POLICY OF SPECIAL SERVICER. The Special Servicer, at its expense, shall maintain
in effect a Servicer Fidelity Bond and a Servicer Errors and Omissions Insurance
Policy. The Servicer Errors and Omissions Insurance Policy and Servicer Fidelity
Bond shall be issued by a Qualified Insurer (unless the Special Servicer self
insures as provided below) and be in form and amount consistent with the
Servicing Standard. In the event that any such Servicer Errors and


                                     -177-
<PAGE>

Omissions Insurance Policy or Servicer Fidelity Bond ceases to be in effect, the
Special Servicer shall obtain a comparable replacement policy or bond from an
insurer or issuer meeting the requirements set forth above as of the date of
such replacement. So long as the long-term rating of the Special Servicer is not
less than two rating categories (ignoring pluses or minuses) lower than the
highest rating of the Certificates, but in any event not less than "A" as rated
by Fitch and "BBB" as rated by S&P, the Special Servicer may self-insure for the
Servicer Fidelity Bond and the Servicer Error and Omissions Insurance Policy.

                  SECTION 9.3 SUB-SERVICERS. The Special Servicer shall have the
right to use a Sub-Servicer on the same terms and conditions as those set forth
in Section 8.4 for a Sub-Servicer of the Master Servicer. The Special Servicer
shall notify the Master Servicer and Trustee of the appointment of any
Sub-Servicer of the Special Servicer. With respect to any successor special
servicer (and not the initial Special Servicer), such successor special servicer
shall not use a Sub-Servicer unless it shall have received a Rating Agency
Confirmation from Fitch that such appointment will not in and of itself result
in the withdrawal, downgrade, or qualification, as applicable, of the
then-current rating assigned by such Rating Agency to any Class of Certificates
then rated by such Rating Agency, provided that this requirement shall not
prevent any special servicer from hiring an Independent Contractor or an agent
to assist it in the performance of its duties hereunder.

                  SECTION 9.4 SPECIAL SERVICER GENERAL POWERS AND DUTIES.

                  (a) Subject to the other terms and provisions of this
Agreement, the Special Servicer is hereby authorized and empowered when the
Special Servicer believes it appropriate in accordance with the Servicing
Standard, to take any and all the actions with respect to Specially Serviced
Mortgage Loans which the Master Servicer may perform as set forth in Section
8.3(a), including (i) to execute and deliver, on behalf of itself or the Trust
(or holder of a B Note, as applicable), any and all instruments of satisfaction
or cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Specially Serviced Mortgage Loans
and with respect to the related REO Properties and (ii) to effectuate
foreclosure or other conversion of the ownership of any REO Property securing a
Mortgage Loan. The Trustee shall execute on the Closing Date a Power of Attorney
in the form of Exhibit S-2 hereto and shall furnish the Special Servicer from
time to time, upon request, with any additional powers of attorney of the Trust,
empowering the Special Servicer to take such actions as it determines to be
reasonably necessary to comply with its servicing, administrative and management
duties hereunder, and the Trustee shall execute and deliver or cause to be
executed and delivered such other documents as a Special Servicing Officer may
request, that are necessary or appropriate to enable the Special Servicer to
service, administer and manage the Specially Serviced Mortgage Loans and carry
out its duties hereunder, in each case as the Special Servicer determines is in
accordance with the Servicing Standard and the terms of this Agreement;
provided, that, prior to initiating any proceedings in any court of law or
equity (but not defending any proceedings in any court of law or equity) or
instituting any proceeding to foreclose on any Mortgaged Property in the name of
the Trust in any state, the Special Servicer shall notify the Trustee in writing
and not institute or initiate any such proceedings for a period of five Business
Days from the date of its delivery of such notice to the Trustee, unless the
Special Servicer reasonably believes that such action should be taken in less
than five Business Days to preserve the property of the Trust for the benefit of
Certificateholders, and the Trustee


                                     -178-
<PAGE>

may within five Business Days of its receipt of such notice advise the Special
Servicer that it has received an Opinion of Counsel (the cost of which shall be
an expense of the Trust) from an attorney duly licensed to practice law in the
state where the related Mortgaged Property or REO Property is located, that it
is likely that the laws of the state in which said action is to be taken either
prohibit such action if taken in the name of the Trust or that the Trust would
be adversely affected under the "doing business" or tax laws of such state if
such action is taken in its name; provided, further, that the Special Servicer
shall not be liable to the extent that it relies on the advice provided in such
Opinion of Counsel. Upon receipt of any such advice from the Trustee, the
Special Servicer shall take such action in the name of such Person or Persons,
in trust for the Trust (or holder of the B Note, if applicable), as shall be
consistent with the Opinion of Counsel obtained by the Trustee. Such Person or
Persons shall acknowledge in writing that such action is being taken by the
Special Servicer in the name of the Trust (or holder of the B Note, if
applicable). In the performance of its duties hereunder, the Special Servicer
shall be an independent contractor and shall not, except in those instances
where it is, after notice to the Trustee as provided above, taking action in the
name of the Trust (or holder of the B Note, if applicable), be deemed to be the
agent of the Trust (or holder of the B Note, as applicable). The Special
Servicer shall indemnify the Trustee for any loss, liability or reasonable
expense (including attorneys' fees) incurred by the Trustee or any director,
officer, employee, agent or Controlling Person of it or its affiliates in
connection with any negligent or intentional misuse of the foregoing powers of
attorney furnished to the Special Servicer by the Trustee. Such indemnification
shall survive the resignation or termination of the Special Servicer hereunder,
the resignation or termination of the Trustee and the termination of this
Agreement. The Special Servicer shall not have any responsibility or liability
for any act or omission of the Trustee, the Master Servicer or the Depositor
that is not attributable to the failure of the Special Servicer to perform its
obligations hereunder. The Special Servicer may conclusively rely on any advice
of counsel rendered in a Nondisqualification Opinion.

                  (b) In servicing and administering the Specially Serviced
Mortgage Loans and managing any related REO Properties, the Special Servicer
shall employ procedures consistent with the Servicing Standard. The Special
Servicer shall conduct, or cause to be conducted, inspections, at its own
expense, of the Mortgaged Properties relating to Specially Serviced Mortgage
Loans at such times and in such manner as shall be consistent with the Servicing
Standard; provided, that the Special Servicer shall conduct, or cause to be
conducted, inspections of the Mortgaged Properties relating to Specially
Serviced Mortgage Loans at least once during each twelve-month period that ends
on June 30 of any calendar year (commencing with the twelve-month period ending
June 30, 2002); provided further that the Special Servicer shall, at the expense
of the Trust, inspect or cause to be inspected each Mortgaged Property related
to a Mortgage Loan that is delinquent for sixty (60) days in the payment of any
amounts due under such Mortgage Loan. The Special Servicer shall provide to the
Master Servicer and the Operating Adviser copies of the Inspection Reports
relating to such inspections as soon as practicable after the completion of any
inspection.

                  (c) Pursuant to the related Intercreditor Agreement, each
owner of a B Note has agreed that the Master Servicer and the Special Servicer
are authorized and obligated to service and administer the B Notes pursuant to
this Agreement. The Special Servicer shall be entitled, during any period when
the A Note and B Note under any A/B Mortgage Loan constitute Specially Serviced
Mortgage Loans, to exercise the rights and powers granted under


                                     -179-
<PAGE>

the related Intercreditor Agreement to the "Note A Holder" and/or the "Servicer
referred to therein. For the avoidance of doubt, the parties acknowledge that
the Special Servicer shall not be entitled or required to exercise the rights
and powers granted to any "Note B Holder" as defined under such Intercreditor
Agreement.

                  SECTION 9.5 "DUE-ON-SALE" CLAUSES; ASSIGNMENT AND ASSUMPTION
AGREEMENTS; MODIFICATIONS OF SPECIALLY SERVICED MORTGAGE LOANS;
DUE-ON-ENCUMBRANCE CLAUSES.

                  Subject to the limitations of Section 12.3, the Special
Servicer shall have the following duties and rights:

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

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

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

then, the Special Servicer, on behalf of the Trust, shall, after consultation
with the Operating Adviser and in accordance with the REMIC Provisions, take
such actions as it deems to be in the best economic interest of the Trust in
accordance with the Servicing Standard, and may waive or enforce any due-on-sale
clause contained in the related Mortgage Note or Mortgage; provided, however,
that if the Principal Balance of such Mortgage Loan at such time equals or
exceeds 5% of the Aggregate Certificate Balance or is one of the then current
top 10 loans (by Principal Balance) in the pool, then prior to waiving the
effect of such provision, the Special Servicer shall obtain Rating Agency
Confirmation regarding such waiver. In connection with the request for such
consent, the Special Servicer shall prepare and deliver to Fitch and S&P a
memorandum outlining its analysis and recommendation in accordance with the
Servicing Standard, together with copies of all relevant documentation. The
Special Servicer shall also prepare and provide Fitch and S&P with such
memorandum and documentation for all transfer, assumption and encumbrance
consents granted for Mortgage Loans below the threshold set forth above, but for
which the Special Servicer's decision will be sufficient and a Rating Agency
Confirmation is not required. As to any Mortgage Loan that is not a Specially
Serviced Mortgage Loan and contains a provision in the nature of a "due-on-sale"
clause, the Special Servicer shall have the rights and duties set forth in
Section 8.7(b). The Special Servicer shall be entitled to 100% of all assumption
fees in connection with Specially Serviced Mortgage Loans.

                  After notice to the Operating Adviser, the Special Servicer is
also authorized to take or enter into an assignment and assumption agreement
from or with the Person to whom such property has been or is about to be
conveyed, and/or to release the original Mortgagor from liability upon the
Specially Serviced Mortgage Loan and substitute the new Mortgagor as obligor
thereon; provided, that except as otherwise permitted by Section 9.5(c), any
such assignment and


                                     -180-
<PAGE>

assumption or substitution agreement shall contain no terms that could result in
an Adverse REMIC Event. To the extent permitted by law, the Special Servicer
shall enter into an assumption or substitution agreement that is required under
the related Mortgage Loan documents (either as a matter of right or upon
satisfaction of specified conditions) and shall otherwise enter into any
assumption or substitution agreement only if the credit status of the
prospective new mortgagor and the underwriting of the new mortgagor is in
compliance with the Special Servicer's regular commercial mortgage origination
or servicing standards and criteria. The Special Servicer shall notify the
Master Servicer of any such assignment and assumption or substitution agreement
and the Special Servicer shall forward to the Trustee the original of such
agreement, which original shall be added by the Trustee to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof.

                  (b) In connection with any assignment and assumption of a
Specially Serviced Mortgage Loan, in no event shall the Special Servicer consent
to the creation of any lien on a Mortgaged Property that is senior to, or on a
parity with, the lien of the related Mortgage. Nothing in this Section 9.5 shall
constitute a waiver of the Trustee's right, as the mortgagee of record, to
receive notice of any assignment and assumption of a Specially Serviced Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the
creation of any lien or other encumbrance with respect to such Mortgaged
Property.

                  (c) Subject to the Servicing Standard and Section 9.34, and
the rights and duties of the Master Servicer under Section 8.18, the Special
Servicer may enter into any modification, waiver or amendment (including,
without limitation, the substitution or release of collateral or the pledge of
additional collateral) of the terms of any Specially Serviced Mortgage Loan,
including any modification, waiver or amendment to (i) reduce the amounts owing
under any Specially Serviced Mortgage Loan by forgiving principal, accrued
interest and/or any Prepayment Premium, (ii) reduce the amount of the Scheduled
Payment on any Specially Serviced Mortgage Loan, including by way of a reduction
in the related Mortgage Rate, (iii) forbear in the enforcement of any right
granted under any Mortgage Note or Mortgage relating to a Specially Serviced
Mortgage Loan, (iv) extend the Maturity Date of any Specially Serviced Mortgage
Loan and/or (v) accept a principal prepayment on any Specially Serviced Mortgage
Loan during any period during which voluntary Principal Prepayments are
prohibited, provided, in the case of any such modification, waiver or amendment,
that (A) the related Mortgagor is in default with respect to the Specially
Serviced Mortgage Loan or, in the reasonable judgment of the Special Servicer,
such default is reasonably foreseeable, (B) in the reasonable judgment of the
Special Servicer, such modification, waiver or amendment would increase the
recovery on the Specially Serviced Mortgage Loan to Certificateholders on a net
present value basis (the relevant discounting of amounts that will be
distributable to Certificateholders to be performed at related Mortgage Rate),
(C) such modification, waiver or amendment would not cause an Adverse REMIC
Event to occur, and (D) if notice to the Operating Adviser of such modification,
waiver or amendment is required pursuant to Section 9.39, the Special Servicer
has made such notice.

                  In no event, however, shall the Special Servicer (i) extend
the Maturity Date of a Specially Serviced Mortgage Loan beyond a date that is
two years prior to the Final Rated Distribution Date or (ii) if the Specially
Serviced Mortgage Loan is secured by a ground lease,


                                     -181-
<PAGE>

extend the Maturity Date of such Specially Serviced Mortgage Loan unless the
Special Servicer gives due consideration to the remaining term of such ground
lease. The Special Servicer shall not extend the Maturity Date of any Mortgage
Loan secured by a Mortgaged Property covered by a group secured creditor
impaired property environmental insurance policy for more than five years beyond
such Mortgage Loan's Maturity Date unless a new Phase I Environmental Report
indicates that there is no environmental condition or the Mortgagor obtains, at
its expense, an extension of such policy on the same terms and conditions to
cover the period through five years past the extended Maturity Date, provided
that, (i) if such Mortgage Loan is secured by a ground lease, the Special
Servicer shall give due consideration to the remaining term of the ground lease
and (ii) in no case shall the Maturity Date of any such Mortgage Loan be
extended past a date that is two years prior to the Final Rated Distribution
Date.

                  The determination of the Special Servicer contemplated by
clause (B) of the proviso to the first paragraph of this Section 9.5(c) shall be
evidenced by an Officer's Certificate certifying the information in the proviso
to the first paragraph under this subsection (c).

                  (d) In the event the Special Servicer intends to permit a
Mortgagor to substitute collateral for all or any portion of a Mortgaged
Property pursuant to Section 9.5(c) or pledge additional collateral for the
Mortgage Loan pursuant to Section 9.5(c), if the security interest of the Trust
or the holder of the B Note in such collateral would be perfected by possession,
or if such collateral requires special care or protection, then prior to
agreeing to such substitution or addition of collateral, the Special Servicer
shall make arrangements for such possession, care or protection, and prior to
agreeing to such substitution or addition of collateral (or such arrangement for
possession, care or protection) shall obtain the prior written consent of the
Trustee with respect thereto (which consent shall not be unreasonably withheld,
delayed or conditioned); provided, however, that the Trustee shall not be
required (but has the option) to consent to any substitution or addition of
collateral or to hold any such collateral which will require the Trustee to
undertake any additional duties or obligations or incur any additional expense.
Notwithstanding the foregoing, the Special Servicer will not permit a Mortgagor
to substitute collateral for any portion of the Mortgaged Property unless it
shall have received a Rating Agency Confirmation in connection therewith, the
costs of which to be payable by the related Mortgagor to the extent provided for
in the Mortgage Loan documents. If the Mortgagor is not required to pay for the
Rating Agency Confirmation, then such expense will be paid by the Trust. The
parties hereto acknowledge that if the Trust incurs any Additional Trust Expense
associated solely with the release of collateral that is not required to be paid
by a Mortgagor pursuant to the related Mortgage Loan documents (and such
Additional Trust Expense is not paid by the Mortgagor), including, but not
limited to, rating agency fees, then the sole obligation of the related Seller
shall be to pay an amount equal to such expense to the extent the related
Mortgagor is not required to pay them. Promptly upon receipt of notice of such
unpaid expense, regarding a Specially Serviced Mortgage Loan, the Special
Servicer shall request the related Seller to make such payment by deposit to the
Certificate Account.

                  (e) The Special Servicer will promptly deliver to the Master
Servicer, the Operating Adviser, the Trustee, the Paying Agent and the Rating
Agencies a notice, specifying any such assignments and assumptions,
modifications, waivers or amendments, such notice identifying the affected
Specially Serviced Mortgage Loan. Such notice shall set forth the


                                     -182-
<PAGE>

reasons for such waiver, modification, or amendment (including, but not limited
to, information such as related income and expense statements, rent rolls,
occupancy status, property inspections, and an internal or external appraisal
performed in accordance with MAI standards and methodologies (and, if done
externally, the cost of such appraisal shall be recoverable as a Servicing
Advance subject to the provisions of Section 4.4 hereof)). The Special Servicer
shall also deliver to the Trustee (or the Custodian), for deposit in the related
Mortgage File, an original counterpart of the agreement relating to such
modification, waiver or amendment promptly following the execution thereof.

                  (f) No fee described in this Section shall be collected by the
Special Servicer from the Mortgagor (or on behalf of the Mortgagor) in
conjunction with any consent or any modification, waiver or amendment of the
Mortgage Loan if the collection of such fee would cause such consent,
modification, waiver or amendment to be a "significant modification" of the
Mortgage Note within the meaning of Treasury Regulation ss. 1.860G-2(b). Subject
to the foregoing, the Special Servicer shall use its reasonable efforts, in
accordance with the Servicing Standard, to collect any modification fees and
other expenses connected with a permitted modification of a Mortgage Loan from
the Mortgagor. The inability of the Mortgagor to pay any costs and expenses of a
proposed modification shall not impair the right of the Special Servicer, the
Master Servicer or the Trustee to be reimbursed by the Trust for such expenses
(including any cost and expense associated with the Opinion of Counsel referred
to in this Section).

                  (g) The Special Servicer shall cooperate with the Master
Servicer (as provided in Section 8.7) in connection with assignments and
assumptions of Mortgage Loans that are not Specially Serviced Mortgage Loans,
and shall be entitled to receive 50% of any assumption fee paid by the related
Mortgagor in connection with an assignment and assumption executed pursuant to
Section 8.7(a) and 50% of any assumption fee paid by the related Mortgagor in
connection with an assignment and assumption executed pursuant to Section
8.7(b). The Special Servicer shall be entitled to 100% of any assumption fee
received in connection with a Specially Serviced Mortgage Loan.

                  (h) Notwithstanding anything herein to the contrary, (i) the
Special Servicer shall not have any right or obligation to consult with or to
seek and/or obtain consent or approval from the Operating Adviser prior to
acting, and provisions of this Agreement requiring such shall be of no effect,
if the Operating Adviser resigns or is removed, during the period following such
resignation or removal until a replacement is elected and (ii) no advice,
direction or objection from or by the Operating Adviser, as contemplated by this
Agreement, may (and the Special Servicer shall ignore and act without regard to
any such advice, direction or objection that the Special Servicer has
determined, in its reasonable good faith judgment would) (A) require or cause
the Special Servicer to violate applicable law, the terms of any Mortgage Loan,
any provision of this Agreement or the REMIC Provisions, including the Special
Servicer's obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse REMIC Event with respect to any REMIC Pool, (C) expose the
Trust, the Depositor, the Master Servicer, the Special Servicer, the Fiscal
Agent, the Paying Agent or the Trustee, or any of their respective Affiliates,
officers, directors, employees or agents, to any material claim, suit or
liability, or (D) materially expand the scope of the Special Servicer's
responsibilities under this Agreement.



                                     -183-
<PAGE>

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

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

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

then, for so long as such Mortgage Loan is included in the Trust, the Special
Servicer, on behalf of the Trustee as the mortgagee of record, shall exercise
(or, subject to Section 9.5, waive its right to exercise) any right it may have
with respect to such Mortgage Loan (x) to accelerate the payments thereon, or
(y) to withhold its consent to the creation of any such additional lien or other
encumbrance, in a manner consistent with the Servicing Standard. Prior to
waiving the effect of such provision with respect to a Mortgage Loan, the
Special Servicer shall obtain Rating Agency Confirmation regarding such waiver.

                  SECTION 9.6 RELEASE OF MORTGAGE FILES.

                  (a) Upon becoming aware of the payment in full of any
Specially Serviced Mortgage Loan, or the receipt by the Special Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, or the complete defeasance of a Mortgage Loan, the Special
Servicer will immediately notify the Master Servicer. The Special Servicer shall
determine, in accordance with the Servicing Standard, whether an instrument of
satisfaction shall be delivered and, if the Special Servicer determines that
such instrument should be delivered, the Special Servicer shall deliver written
approval of such delivery to the Master Servicer.

                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Specially Serviced Mortgage Loan or the management of the
related REO Property and in accordance with the Servicing Standard, the Trustee
shall execute or cause to be executed such documents as shall be prepared and
furnished to the Trustee by a Special Servicing Officer (in form reasonably
acceptable to the Trustee) and as are necessary for such purposes. The Trustee
or Custodian shall, upon request of the Special Servicer and delivery to the
Trustee or Custodian of a request for release signed by a Special Servicing
Officer substantially in the form of Exhibit C, release the related Mortgage
File to the Special Servicer. After the transfer of servicing with respect to
any Specially Serviced Mortgage Loan to the Special Servicer, in accordance with
the Servicing Standard, the Master Servicer shall notify, in writing, the
Mortgagor under each Specially Serviced Mortgage Loan transferred to the Special
Servicer, of such transfer.

                  (c) The Special Servicer shall send notification in writing,
to the Master Servicer to request any documents and instruments in the
possession of the Master Servicer related to any Specially Serviced Mortgage
Loan.

                  (d) The Special Servicer shall, with respect to any
Rehabilitated Mortgage Loan, release to the Master Servicer all documents and
instruments in the possession of the Special Servicer related to such
Rehabilitated Mortgage Loan. Prior to the transfer of servicing


                                     -184-
<PAGE>

with respect to any Rehabilitated Mortgage Loan to the Master Servicer in
accordance with the Servicing Standard, the Special Servicer shall notify, in
writing, each Mortgagor under each Rehabilitated Mortgage Loan of such transfer.

                  SECTION 9.7 DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF
SPECIAL SERVICER TO BE HELD FOR THE TRUSTEE.

                  (a) The Special Servicer shall transmit to the Trustee or
Custodian such documents and instruments coming into the possession of the
Special Servicer as from time to time are required by the terms hereof to be
delivered to the Trustee. Any funds received by the Special Servicer in respect
of any Specially Serviced Mortgage Loan or any REO Property or which otherwise
are collected by the Special Servicer as Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds in respect of any Specially Serviced Mortgage
Loan or any REO Property shall be transmitted to the Master Servicer within one
Business Day of receipt to the Certificate Account, except that if such amounts
relate to REO Income, they shall be deposited in the REO Account. The Special
Servicer shall provide access to information and documentation regarding the
Specially Serviced Mortgage Loans to the Trustee, the Master Servicer, the
Fiscal Agent, the Paying Agent, the Operating Adviser and their respective
agents and accountants at any time upon reasonable written request and during
normal business hours, provided that the Special Servicer shall not be required
to take any action or provide any information that the Special Servicer
determines will result in any material cost or expense to which it is not
entitled to reimbursement hereunder or will result in any material liability for
which it is not indemnified hereunder; provided further that the Trustee and the
Paying Agent shall be entitled to receive from the Special Servicer all such
information as the Trustee and the Paying Agent shall reasonably require to
perform their respective duties hereunder. In fulfilling such a request, the
Special Servicer shall not be responsible for determining whether such
information is sufficient for the Trustee's, the Master Servicer's, the Fiscal
Agent's, the Paying Agent's or the Operating Adviser's purposes.

                  (b) The Special Servicer hereby acknowledges that the Trust
(and/or the holder of the B Note, if applicable) owns the Specially Serviced
Mortgage Loans and all Mortgage Files representing such Specially Serviced
Mortgage Loans and all funds now or hereafter held by, or under the control of,
the Special Servicer that are collected by the Special Servicer in connection
with the Specially Serviced Mortgage Loans (but excluding any Special Servicer
Compensation and all other amounts to which the Special Servicer is entitled
hereunder); and the Special Servicer agrees that all documents or instruments
constituting part of the Mortgage Files, and such funds relating to the
Specially Serviced Mortgage Loans which come into the possession or custody of,
or which are subject to the control of, the Special Servicer, shall be held by
the Special Servicer for and on behalf of the Trust (or the holder of the B
Note, if applicable).

                  (c) The Special Servicer also agrees that it shall not create,
incur or subject any Specially Serviced Mortgage Loans, or any funds that are
required to be deposited in any REO Account to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, nor assert by
legal action or otherwise any claim or right of setoff against


                                     -185-
<PAGE>

any Specially Serviced Mortgage Loan or any funds, collected on, or in
connection with, a Specially Serviced Mortgage Loan.

                  SECTION 9.8 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
SPECIAL SERVICER.

                  (a) The Special Servicer hereby represents and warrants to and
covenants with the Trustee, as of the Closing Date:

                        (i) the Special Servicer is duly organized, validly
existing and in good standing as a corporation under the laws of the State of
California, and shall be in compliance with the laws of each State in which any
Mortgaged Property (including any REO Property) which is, or is related to a
Specially Serviced Mortgage Loan is located to the extent necessary to perform
its obligations under this Agreement, except where the failure to so qualify or
comply would not adversely affect the Special Servicer's ability to perform its
obligations hereunder in accordance with the terms of this Agreement;

                        (ii) the Special Servicer has the full power and
authority to execute, deliver, perform, and to enter into and consummate all
transactions and obligations contemplated by this Agreement. The Special
Servicer has duly and validly authorized the execution, delivery and performance
of this Agreement and this Agreement has been duly executed and delivered by the
Special Servicer; and this Agreement, assuming the due authorization, execution
and delivery thereof by the Depositor, the Trustee, the Fiscal Agent, the Paying
Agent and the Master Servicer, evidences the valid and binding obligation of the
Special Servicer enforceable against the Special Servicer in accordance with its
terms subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium, receivership and other similar laws
affecting creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

                        (iii) the execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby, and the fulfillment of or
compliance with the terms and conditions of this Agreement will not (1) result
in a breach of any term or provision of its charter or by-laws or (2) conflict
with, result in a breach, violation or acceleration of, or result in a default
under, the terms of any other material agreement or instrument to which it is a
party or by which it may be bound, or any law, governmental rule, regulation, or
judgment, decree or order applicable to it of any court, regulatory body,
administrative agency or governmental body having jurisdiction over it, which
materially and adversely affects its ability to perform its obligations under
this Agreement;

                        (iv) no litigation is pending or, to the best of the
Special Servicer's knowledge, threatened, against it, the outcome of which, in
the Special Servicer's reasonable judgment, could reasonably be expected to
materially and adversely affect the execution, delivery or enforceability of
this Agreement or its ability to service the Mortgage Loans or to perform any of
its other obligations hereunder in accordance with the terms hereof; and



                                     -186-
<PAGE>

                        (v) no consent, approval, authorization or order of any
court or governmental agency or body is required for the execution, delivery and
performance by it of, or compliance by it with, this Agreement, or the
consummation of the transactions contemplated hereby, or if any such consent,
approval, authorization or order is required, it has obtained the same or will
obtain the same prior to the time necessary to perform its obligations under
this Agreement, and, except to the extent in the case of performance, that its
failure to be qualified as a foreign corporation or licensed in one or more
states is not necessary for the performance by it of its obligations hereunder.

                  (b) It is understood that the representations and warranties
set forth in this Section 9.8 shall survive the execution and delivery of this
Agreement.

                  (c) Any cause of action against the Special Servicer arising
out of the breach of any representations and warranties made in this Section
shall accrue upon the giving of written notice to the Special Servicer by any of
the Trustee, the Master Servicer, the Paying Agent or the Fiscal Agent. The
Special Servicer shall give prompt notice to the Trustee, the Fiscal Agent, the
Paying Agent, the Depositor, the Operating Adviser and the Master Servicer of
the occurrence, or the failure to occur, of any event that, with notice, or the
passage of time or both, would cause any representation or warranty in this
Section to be untrue or inaccurate in any respect.

                  SECTION 9.9 STANDARD HAZARD, FLOOD AND COMPREHENSIVE GENERAL
LIABILITY INSURANCE POLICIES.

                  (a) For all REO Property, the Special Servicer shall use
reasonable efforts, consistent with the Servicing Standard, to maintain with a
Qualified Insurer a Standard Hazard Insurance Policy which does not provide for
reduction due to depreciation in an amount which is not less than the full
replacement cost of the improvements of such REO Property or in an amount not
less than the unpaid Principal Balance plus all unpaid interest and the
cumulative amount of Servicing Advances (plus Advance Interest) made with
respect to such Mortgage Loan, whichever is less, but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause. If the
improvements to the Mortgaged Property are in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards (and such flood insurance has been made available), the Special Servicer
shall maintain a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration in an amount representing
coverage equal to the lesser of the then outstanding Principal Balance of the
Specially Serviced Mortgage Loan and unpaid Advances (plus Advance Interest) and
the maximum insurance coverage required under such current guidelines. It is
understood and agreed that the Special Servicer has no obligation to obtain
earthquake or other additional insurance on REO Property, except as required by
law and, nevertheless, at its sole option and at the Trust's expense, it (if
required at origination and is available at commercially reasonable rates) may
obtain such earthquake insurance. The Special Servicer shall use its reasonable
efforts, consistent with the


                                     -187-
<PAGE>

Servicing Standard, to obtain a comprehensive general liability insurance policy
for all REO Properties. The Special Servicer shall, to the extent available at
commercially reasonable rates (as determined by the Special Servicer in
accordance with the Servicing Standard) and to the extent consistent with the
Servicing Standard, use its reasonable efforts to maintain a Rent Loss Policy
covering revenues for a period of at least twelve months and a comprehensive
general liability policy with coverage comparable to prudent lending
requirements in an amount not less than $1 million per occurrence. All
applicable policies required to be maintained by the Special Servicer pursuant
to this Section 9.9(a) shall name the Trustee as loss payee and be endorsed with
a standard mortgagee clause. The costs of such insurance shall be a Servicing
Advance, subject to the provisions of Section 4.4 hereof.

                  (b) Any amounts collected by the Special Servicer under any
insurance policies maintained pursuant to this Section 9.9 (other than amounts
to be applied to the restoration or repair of the REO Property) shall be
deposited into the applicable REO Account. Any cost incurred in maintaining the
insurance required hereby for any REO Property shall be a Servicing Advance,
subject to the provisions of Section 4.4 hereof.

                  (c) Notwithstanding the above, the Special Servicer shall not
be required in any event to maintain or obtain insurance coverage beyond what is
reasonably available at a cost customarily acceptable and consistent with the
Servicing Standard. The Special Servicer shall notify the Trustee of any such
determination.

                  The Special Servicer shall conclusively be deemed to have
satisfied its obligations as set forth in this Section 9.9 either (i) if the
Special Servicer shall have obtained and maintained a master force placed or
blanket insurance policy insuring against hazard losses on all of the applicable
Mortgage Loans serviced by it, it being understood and agreed that such policy
may contain a deductible clause on terms substantially equivalent to those
commercially available and maintained by comparable servicers consistent with
the Servicing Standard, and provided that such policy is issued by a Qualified
Insurer with a minimum claims paying ability rating of at least "A" by Fitch and
"A-" by S&P or otherwise approved by the Rating Agencies or (ii) if the Special
Servicer, provided that the rating of such Person's long-term debt is not less
than "A" by Fitch and "A-" by S&P self-insures for its obligations as set forth
in the first paragraph of this Section 9.9. In the event that the Special
Servicer shall cause any Mortgage Loan to be covered by such a master force
placed or blanket insurance policy, the incremental cost of such insurance
allocable to such Mortgage Loan (i.e., other than any minimum or standby premium
payable for such policy whether or not any Mortgage Loan is then covered
thereby), if not borne by the related Mortgagor, shall be paid by the Special
Servicer as a Servicing Advance, subject to the provisions of Section 4.4
hereof. If such policy contains a deductible clause, the Special Servicer shall,
if there shall not have been maintained on the related Mortgaged Property a
policy complying with this Section 9.9 and there shall have been a loss that
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under such master force placed or blanket insurance
policy because of such deductible clause to the extent that such deductible
exceeds (i) the deductible under the related Mortgage Loan or (ii) if there is
no deductible limitation required under the Mortgage Loan, the deductible amount
with respect to insurance policies generally available on properties similar to
the related Mortgaged Property which is consistent with the Servicing Standard,
and deliver to the Trustee an Officer's Certificate describing the calculation
of such amount. In connection with its activities as administrator and servicer
of the Mortgage Loans, the Special Servicer agrees to present, on its behalf and
on behalf of the Trustee, claims under any such master force placed or blanket
insurance policy.



                                     -188-
<PAGE>

                  SECTION 9.10 PRESENTMENT OF CLAIMS AND COLLECTION OF PROCEEDS.

                  The Special Servicer will prepare and present or cause to be
prepared and presented on behalf of the Trustee all claims under the Insurance
Policies with respect to REO Property, and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured's claim) as
shall be necessary to recover under such policies. Any proceeds disbursed to the
Special Servicer in respect of such policies shall be promptly remitted to the
Certificate Account, upon receipt, except for any amounts realized that are to
be applied to the repair or restoration of the applicable REO Property in
accordance with the Servicing Standard. Any extraordinary expenses (but not
ordinary and routine or anticipated expenses) incurred by the Special Servicer
in fulfilling its obligations under this Section 9.10 shall be paid by the
Trust.

                  SECTION 9.11 COMPENSATION TO THE SPECIAL SERVICER.

                  (a) As compensation for its activities hereunder, the Special
Servicer shall be entitled to (i) the Special Servicing Fee, (ii) the
Liquidation Fee and (iii) the Work-Out Fee. Such amounts, if any, collected by
the Special Servicer from the related Mortgagor shall be transferred by the
Special Servicer to the Master Servicer within one Business Day of receipt
thereof, and deposited by the Master Servicer in the Certificate Account. The
Special Servicer shall be entitled to receive a Liquidation Fee from the
Liquidation Proceeds received in connection with a final disposition of a
Specially Serviced Mortgage Loan or REO Property (whether arising pursuant to a
sale, condemnation or otherwise). With respect to each REO Mortgage Loan that is
a successor to a Mortgage Loan secured by two or more Mortgaged Properties, the
reference to "REO Property" in the preceding sentence shall be construed on a
property-by-property basis to refer separately to the acquired real property
that is a successor to each of such Mortgaged Properties, thereby entitling the
Special Servicer to a Liquidation Fee from the Liquidation Proceeds received in
connection with a final disposition of, and Condemnation Proceeds received in
connection with, each such acquired property as the Liquidation Proceeds related
to that property are received. The Special Servicer shall also be entitled to
additional special servicing compensation of an amount equal to the excess, if
any, of the aggregate Prepayment Interest Excess relating to Mortgage Loans
which are Specially Serviced Mortgage Loans which have received voluntary
Principal Prepayments not from Liquidation Proceeds or from modifications of
Specially Serviced Mortgage Loans for each Distribution Date over the aggregate
Prepayment Interest Shortfalls for such Mortgage Loans for such Distribution
Date. If the Special Servicer resigns or is terminated for any reason, it shall
retain the right to receive any WorkOut Fees payable on Mortgage Loans that
became Rehabilitated Mortgage Loans while it acted as Special Servicer and
remained Rehabilitated Mortgage Loans at the time of such resignation or
termination for so long as such Mortgage Loan remains a Rehabilitated Mortgage
Loan. If Mortgage Loan No. 1 on the Mortgage Loan Schedule becomes a Specially
Serviced Mortgage Loan, the Special Servicer shall remit to Babson, as primary
servicer of such Mortgage Loan, the Westin Primary Special Servicing Fee on the
fifteenth (15th) day (or if not a Business Day, the next succeeding Business
Day) of the applicable month. During the period during which Mortgage Loan No. 1
is a Specially Serviced Mortgage Loan, Babson shall (i) inspect the related
Mortgaged Property quarterly and provide the Special Servicer with a property
inspection report; provided, however, that Babson will not contact the Mortgagor
or the manager of the Mortgaged Property in connection therewith, (ii) provide
to the Special Servicer, the Servicer Mortgage File and a summary of the status
of the Mortgagor and the Mortgaged Property at the time of the servicing
transfer and (iii) prepare and


                                     -189-
<PAGE>

deliver to the Master Servicer, at its own expense, any endorsements and
assignments required pursuant to Section 1.6(b), and, in the case of clause
(iii), whether or not such Mortgage Loan is a Specially Serviced Mortgage Loan.

                  (b) The Special Servicer shall be entitled to cause the Master
Servicer to withdraw (i) from the Certificate Account, the Special Servicer
Compensation in respect of each Mortgage Loan (but not a B Note) and (ii) from
the related A/B Loan Custodial Account, the Special Servicer Compensation to the
extent related solely to such B Note, in the time and manner set forth in
Section 5.2 of this Agreement. The Special Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.

                  (c) Additional Special Servicer Compensation in the form of
net interest or income on any REO Account, assumption fees, extension fees,
servicing fees, Modification Fees, forbearance fees, Late Fees and default
interest (net of amounts used to pay Advance Interest) or other usual and
customary charges and fees actually received from the Mortgagor in connection
with any Specially Serviced Mortgage Loan shall be retained by the Special
Servicer, to the extent not required to be deposited in the Certificate Account
pursuant to the terms of this Agreement. The Special Servicer shall also be
permitted to receive 50% of all assumption fees collected with respect to
Mortgage Loans that are not Specially Serviced Mortgage Loans as provided in
Section 8.7(a) and 100% of all assumption fees collected with respect to
Mortgage Loans that are Specially Serviced Mortgage Loans as provided in Section
9.5(a). To the extent any component of Special Servicer Compensation is in
respect of amounts usually and customarily paid by Mortgagors, the Special
Servicer shall use reasonable good faith efforts to collect such amounts from
the related Mortgagor, and to the extent so collected, in full or in part, the
Special Servicer shall not be entitled to compensation for the portion so
collected therefor hereunder out of the Trust.

                  SECTION 9.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

                  (a) The Special Servicer, in accordance with the Servicing
Standard and subject to Section 9.4(a) and Section 9.36, shall use its
reasonable efforts to foreclose upon, repossess or otherwise comparably convert
the ownership of Mortgaged Properties securing such of the Specially Serviced
Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments of
such Mortgage Loan, the sale of such Mortgage Loan in accordance with this
Agreement or the modification of such Mortgage Loan in accordance with this
Agreement. In connection with such foreclosure or other conversion of ownership,
the Special Servicer shall follow the Servicing Standard. The foregoing is
subject to the proviso that the Special Servicer shall not request that the
Master Servicer make a Servicing Advance for Liquidation Expenses unless the
Special Servicer shall determine, consistent with the Servicing Standard, (i)
that such foreclosure will increase on a net present value basis the Liquidation
Proceeds of the Specially Serviced Mortgage Loan to the Trust (and the holder of
the B Note if in connection with an A/B Mortgage Loan, taken as a collective
whole) and (ii) that such Liquidation Expenses will be recoverable from
Liquidation Proceeds, and any such Servicing Advance by the Master Servicer or
the Trustee or the Fiscal Agent shall be subject to the determination(s) of
recoverability contemplated by Section 4.4.



                                     -190-
<PAGE>

                  (b) The Special Servicer shall not acquire any personal
property relating to any Specially Serviced Mortgage Loan pursuant hereto unless
either:

                        (i) such personal property is incidental to real
property (within the meaning of Section 856(e)(1) of the Code) so acquired by
the Special Servicer; or

                        (ii) the Special Servicer shall have received a
Nondisqualification Opinion (the cost of which shall be reimbursed by the Trust)
to the effect that the holding of such personal property by any REMIC will not
cause the imposition of a tax on any REMIC Pool under the Code or cause any
REMIC Pool to fail to qualify as a REMIC.

                  (c) Notwithstanding anything to the contrary in this
Agreement, the Special Servicer shall not, on behalf of the Trust, obtain title
to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise,
and shall not otherwise acquire possession of, or take any other action with
respect to, any Mortgaged Property, if, as a result of any such action the Trust
would be considered to hold title to, to be a "mortgagee-in-possession" of, or
to be an "owner" or "operator" of such Mortgaged Property within the meaning of
CERCLA, or any applicable comparable federal, state or local law, or a
"discharger" or "responsible party" thereunder, unless the Special Servicer has
also previously determined in accordance with the Servicing Standard, based on a
Phase I Environmental Report prepared by a Person (who may be an employee or
affiliate of the Master Servicer or the Special Servicer) who regularly conducts
environmental site assessments in accordance with the standards of FNMA in the
case of multi-family mortgage loans and customary servicing practices in the
case of commercial loans for environmental assessments, which report shall be
delivered to the Trustee, that:

                        (i) such Mortgaged Property is in compliance with
applicable Environmental Laws or, if not, after consultation with an
environmental expert that taking such actions as are necessary to bring the
Mortgaged Property in compliance therewith is reasonably likely to produce a
greater recovery on a net present value basis than not taking such actions;

                        (ii) taking such actions as are necessary to bring the
Mortgaged Property in compliance with applicable Environmental Laws is
reasonably likely to produce a greater recovery on a net present value basis
than pursuing a claim under the Environmental Insurance Policy; and

                        (iii) there are no circumstances or conditions present
or threatened at such Mortgaged Property relating to the use, management,
disposal or release of any hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials for which investigation, testing,
monitoring, removal, clean-up or remediation could be required under any
federal, state or local law or regulation, or that, if any such materials are
present for which such action could be required, after consultation with an
environmental expert taking such actions with respect to the affected Mortgaged
Property is reasonably likely to produce a greater recovery on a net present
value basis than not taking such actions (after taking into account the
projected costs of such actions); provided, however, that such compliance
pursuant to clause (i) and (ii) above or the taking of such action pursuant to
this clause (iii) shall only be required to the extent that the cost thereof is
a Servicing Advance of the Master Servicer pursuant to this Agreement, subject
to the provisions of Section 4.4 hereof.



                                     -191-
<PAGE>

                  (d) The cost of the Phase I Environmental Report contemplated
by Section 9.12(c) may be treated as a Liquidation Expense, or in the event the
related Specially Serviced Mortgage Loan is not liquidated and a Final Recovery
Determination has been made with respect to such Specially Serviced Mortgage
Loan, the Master Servicer shall treat such cost as a Servicing Advance subject
to the provisions of Section 4.4 hereof; provided that, in the latter event, the
Special Servicer shall use its good faith reasonable business efforts to recover
such cost from the Mortgagor in connection with the curing of the default under
the Specially Serviced Mortgage Loan.

                  (e) If the Special Servicer determines, pursuant to Section
9.12(c), that taking such actions as are necessary to bring any Mortgaged
Property into compliance with applicable Environmental Laws, or taking such
actions with respect to the containment, removal, clean-up or remediation of
hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
materials affecting any such Mortgaged Property, is not reasonably likely to
produce a greater recovery on a net present value basis than not taking such
actions (after taking into account the projected costs of such actions) or than
not pursuing a claim under the Environmental Insurance Policy, then the Special
Servicer shall take such action as it deems to be in the best economic interest
of the Trust (and the holder of a B Note if in connection with an A/B Mortgage
Loan, taken as a collective whole), including, without limitation, releasing the
lien of the related Mortgage. If the Special Servicer determines that a material
possibility exists that Liquidation Expenses with respect to Mortgaged Property
(taking into account the cost of bringing it into compliance with applicable
Environmental Laws) would exceed the Principal Balance of the related Mortgage
Loan, the Special Servicer shall not attempt to bring such Mortgaged Property
into compliance and shall not acquire title to such Mortgaged Property unless it
has received the written consent of the Trustee to such action.

                  (f) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of maintaining any
action with respect to any Specially Serviced Mortgage Loan, including, without
limitation, any action to obtain a deficiency judgment with respect to any
Specially Serviced Mortgage Loan.

                  SECTION 9.13 FORECLOSURE. In the event that the Trust obtains,
through foreclosure on a Mortgage or otherwise, the right to receive title to a
Mortgaged Property, the Special Servicer, as its agent, shall direct the
appropriate party to deliver title to the REO Property to the Trustee or its
nominee.

                  The Special Servicer may consult with counsel to determine
when an Acquisition Date shall be deemed to occur under the REMIC Provisions
with respect to the Mortgaged Property, the expense of such consultation being
treated as a Servicing Advance related to the foreclosure, subject to the
provisions of Section 4.4 hereof. The Special Servicer, on behalf of the Trust
(and the holder of the B Note if in connection with an A/B Mortgage Loan), shall
sell the REO Property expeditiously, but in any event within the time period,
and subject to the conditions, set forth in Section 9.15. Subject to Section
9.15, the Special Servicer shall manage, conserve, protect and operate the REO
Property for the holders of beneficial interests in the Trust (and the holder of
the B Note if in connection with an A/B Mortgage Loan) solely for the purpose of
its prompt disposition and sale.




                                     -192-
<PAGE>

                  SECTION 9.14 OPERATION OF REO PROPERTY.

                  (a) The Special Servicer shall segregate and hold all funds
collected and received in connection with the operation of each REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to each REO Property one or more accounts held in trust
for the benefit of the Certificateholders (and the holder of the B Notes if in
connection with an A/B Mortgage Loan) in the name of "LaSalle Bank National
Association, as Trustee for the Holders of Bear Stearns Commercial Mortgage
Securities Inc. Commercial Mortgage Pass-Through Certificates Series 2001-TOP2
and the holder of any related B Note as their interests may appear [name of
Property Account]" (each, an "REO Account"), which shall be an Eligible Account.
Amounts in any REO Account shall be invested in Eligible Investments. The
Special Servicer shall deposit all funds received with respect to an REO
Property in the applicable REO Account within two days of receipt. The Special
Servicer shall account separately for funds received or expended with respect to
each REO Property. All funds in each REO Account may be invested only in
Eligible Investments. The Special Servicer shall notify the Trustee and the
Master Servicer in writing of the location and account number of each REO
Account and shall notify the Trustee prior to any subsequent change thereof.

                  (b) On or before each Special Servicer Remittance Date, the
Special Servicer shall withdraw from each REO Account and deposit in the
Certificate Account, the REO Income received or collected during the Collection
Period immediately preceding such Special Servicer Remittance Date on or with
respect to the related REO Properties and reinvestment income thereon; provided,
however, that (i) the Special Servicer may retain in such REO Account such
portion of such proceeds and collections as may be necessary to maintain in the
REO Account sufficient funds for the proper operation, management and
maintenance of the related REO Property, including, without limitation, the
creation of reasonable reserves for repairs, replacements, and necessary capital
improvements and other related expenses. The Special Servicer shall notify the
Master Servicer of all such deposits (and the REO Properties to which the
deposits relate) made into the Certificate Account and (ii) the Special Servicer
shall be entitled to withdraw from the REO Account and pay itself as additional
Special Servicing Compensation any interest or net reinvestment income earned on
funds deposited in the REO Account. The amount of any losses incurred in respect
of any such investments shall be for the account of the Special Servicer which
shall deposit the amount of such loss (to the extent not offset by income from
other investments) in the REO Account, out of its own funds immediately as
realized. If the Special Servicer deposits in any REO Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
the REO Account, any provision herein to the contrary notwithstanding.

                  (c) If the Trust acquires the Mortgaged Property, the Special
Servicer shall have full power and authority, in consultation with the Operating
Adviser, and subject to the specific requirements and prohibitions of this
Agreement and any applicable consultation rights of the holder of the B Note
relating to the Mortgage Loan designated as Mortgage Loan No. 1 on the Mortgage
Loan Schedule, to do any and all things in connection therewith as are
consistent with the Servicing Standard, subject to the REMIC Provisions, and in
such manner as the Special Servicer deems to be in the best interest of the
Trust, and, consistent therewith, may advance from its own funds to pay for the
following items (which amounts shall be reimbursed by the


                                     -193-
<PAGE>

Master Servicer or the Trust subject to Sections 4.4 in accordance with Section
4.6(e)), to the extent such amounts cannot be paid from REO Income:

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

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

                        (iii) all costs and expenses necessary to maintain,
operate, lease and sell such REO Property (other than capital expenditures).

                  (d) The Special Servicer may, and to the extent necessary to
(i) preserve the status of the REO Property as "foreclosure property" under the
REMIC Provisions or (ii) avoid the imposition of a tax on "income from
nonpermitted assets" within the meaning of the REMIC Provisions, shall contract
with any Independent Contractor for the operation and management of the REO
Property, provided that:

                        (i) the terms and conditions of any such contract shall
not be inconsistent herewith;

                        (ii) the terms of such contract shall be consistent with
the provisions of Section 856 of the Code and Treasury Regulation Section
1.856-4(b)(5);

                        (iii) only to the extent consistent with (ii) above, any
such contract shall require, or shall be administered to require, that the
Independent Contractor (A) pay all costs and expenses incurred in connection
with the operation and management of such Mortgaged Property underlying the REO
Property and (B) deposit on a daily basis all amounts payable to the Trust in
accordance with the contract between the Trust and the Independent Contractor in
an Eligible Account;

                        (iv) none of the provisions of this Section 9.14
relating to any such contract or to actions taken through any such Independent
Contractor shall be deemed to relieve the Special Servicer of any of its duties
and obligations to the Trustee with respect to the operation and management of
any such REO Property;

                        (v) if the Independent Contractor is an Affiliate of the
Special Servicer, the consent of the Operating Adviser and a Nondisqualification
Opinion must be obtained; and

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

                  The Special Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for the Trust
(and, if applicable, the holders of the B Notes) pursuant to this subsection (d)
for indemnification of the Special Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such

                                     -194-
<PAGE>

indemnification. All fees of the Independent Contractor (other than fees paid
for performing services within the ordinary duties of a Special Servicer which
shall be paid by the Special Servicer) shall be paid from the income derived
from the REO Property. To the extent that the income from the REO Property is
insufficient, such fees shall be advanced by the Master Servicer as a Servicing
Advance, subject to the provisions of Section 4.4 and Section 4.6(e) hereof.

                  (e) Notwithstanding any other provision of this Agreement, the
Special Servicer shall not rent, lease, or otherwise earn income on behalf of
the Trust or the beneficial owners thereof with respect to REO Property which
might cause the REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code (without giving effect to the
final sentence thereof) or result in the receipt by any REMIC of any "income
from nonpermitted assets" within the meaning of Section 860F(a)(2) of the Code
or any "net income from foreclosure property" which is subject to tax under the
REMIC Provisions unless (i) the Trustee and the Special Servicer have received
an Opinion of Counsel (at the Trust's sole expense) to the effect that, under
the REMIC Provisions and any relevant proposed legislation, any income generated
for REMIC I by the REO Property would not result in the imposition of a tax upon
REMIC I or (ii) in accordance with the Servicing Standard, the Special Servicer
determines the income or earnings with respect to such REO Property will offset
any tax under the REMIC Provisions relating to such income or earnings and will
maximize the net recovery from the REO Property to the Certificateholders. The
Special Servicer shall notify the Trustee, the Paying Agent and the Master
Servicer of any election by it to incur such tax, and the Special Servicer (i)
shall hold in escrow in an Eligible Account an amount equal to the tax payable
thereby from revenues collected from the related REO Property, (ii) provide the
Paying Agent with all information for the Paying Agent to file the necessary tax
returns in connection therewith and (iii) upon request from the Paying Agent,
pay from such account to the Paying Agent the amount of the applicable tax. The
Paying Agent shall file the applicable tax returns based on the information
supplied by the Special Servicer and pay the applicable tax from the amounts
collected by the Special Servicer.

                  Subject to, and without limiting the generality of the
foregoing, the Special Servicer, on behalf of the Trust, shall not:

                        (i) permit the Trust to enter into, renew or extend any
New Lease with respect to the REO Property, if the New Lease by its terms will
give rise to any income that does not constitute Rents from Real Property;

                        (ii) permit any amount to be received or accrued under
any New Lease other than amounts that will constitute Rents from Real Property;

                        (iii) authorize or permit any construction on the REO
Property, other than the completion of a building or other improvement thereon,
and then only if more than ten percent of the construction of such building or
other improvement was completed before default on the Mortgage Loan became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

                                      -195-
<PAGE>

                        (iv) Directly Operate, other than through an Independent
Contractor, or allow any other Person to Directly Operate, other than through an
Independent Contractor, the REO Property on any date more than 90 days after the
Acquisition Date; unless, in any such case, the Special Servicer has requested
and received an Opinion of Counsel at the Trust's sole expense to the effect
that such action will not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code
(without giving effect to the final sentence thereof) at any time that it is
held by the applicable REMIC Pool, in which case the Special Servicer may take
such actions as are specified in such Opinion of Counsel.

                  SECTION 9.15 SALE OF REO PROPERTY.

                  (a) In the event that title to any REO Property is acquired by
the Trust in respect of any Specially Serviced Mortgage Loan, the deed or
certificate of sale shall be issued to the Trust, the Trustee or to its
nominees. The Special Servicer, after notice to the Operating Adviser, shall use
its reasonable best efforts to sell any REO Property as soon as practicable in
accordance with the Servicing Standard, but prior to the end of the third
calendar year following the end of the year of its acquisition, but in any event
prior to the Final Rated Distribution Date, unless (i) the Trustee, on behalf of
the applicable REMIC Pool, has been granted an extension of time (an
"Extension") (which extension shall be applied for at least 60 days prior to the
expiration of the period specified above) by the Internal Revenue Service to
sell such REO Property (a copy of which shall be delivered to the Paying Agent
upon request), in which case the Special Servicer shall continue to attempt to
sell the REO Property for its Net Present Value for such period longer than the
period specified above as such Extension permits or (ii) the Special Servicer
seeks and subsequently receives, at the expense of the Trust, a
Nondisqualification Opinion, addressed to the Trustee and the Special Servicer,
to the effect that the holding by the Trust of such REO Property subsequent to
the period specified above after its acquisition will not result in the
imposition of taxes on "prohibited transactions" of a REMIC, as defined in
Section 860F(a)(2) of the Code, or cause any REMIC to fail to qualify as a REMIC
at any time that any Certificates are outstanding. If the Trustee has not
received an Extension or such Opinion of Counsel and the Special Servicer is not
able to sell such REO Property within the period specified above, or if an
Extension has been granted and the Special Servicer is unable to sell such REO
Property within the extended time period, the Special Servicer shall, after
consultation with the Operating Adviser, before the end of such period or
extended period, as the case may be, auction the REO Property to the highest
bidder (which may be the Special Servicer) in accordance with the Servicing
Standard; provided, however, that no Interested Person shall be permitted to
purchase the REO Property at a price less than the Purchase Price except as
provided in Section 9.36; and provided, further that if the Special Servicer
intends to bid on any REO Property, (i) the Special Servicer shall notify the
Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense
of the Trust an Appraisal of such REO Property (or internal valuation in
accordance with the procedures specified in Section 6.9) and (iii) the Special
Servicer shall not bid less than the fair market value set forth in such
Appraisal. Neither any Seller nor the Depositor may purchase REO Property at a
price in excess of the fair market value thereof.

                  (b) Within 30 days of the sale of the REO Property, the
Special Servicer shall provide to the Trustee, the Paying Agent and the Master
Servicer (and the holder of the related B


                                     -196-
<PAGE>

Note, if any, if in connection with an A/B Mortgage Loan) a statement of
accounting for such REO Property, including without limitation, (i) the
Acquisition Date for the REO Property, (ii) the date of disposition of the REO
Property, (iii) the sale price and related selling and other expenses, (iv)
accrued interest (including interest deemed to have accrued) on the Specially
Serviced Mortgage Loan to which the REO Property related, calculated from the
Acquisition Date to the disposition date, (v) final property operating
statements, and (vi) such other information as the Trustee or the Paying Agent
(and the holder of the related B Note if in connection with an A/B Mortgage
Loan) may reasonably request in writing.

                  (c) The Liquidation Proceeds from the final disposition of the
REO Property shall be deposited in the Certificate Account within one Business
Day of receipt.

                  (d) The Special Servicer shall provide the necessary
information to the Master Servicer and the Paying Agent to allow the Master
Servicer to prepare, deliver and file reports of foreclosure and abandonment in
accordance with Section 6050J and Section 6050P, if required, of the Code with
respect to such REO Property and shall deliver such information with respect
thereto as the Master Servicer or the Paying Agent may request in writing.

                  SECTION 9.16 REALIZATION ON COLLATERAL SECURITY. In connection
with the enforcement of the rights of the Trust to any property securing any
Specially Serviced Mortgage Loan other than the related Mortgaged Property, the
Special Servicer shall consult with counsel to determine how best to enforce
such rights in a manner consistent with the REMIC Provisions and shall not,
based on a Nondisqualification Opinion addressed to the Special Servicer and the
Trustee (the cost of which shall be an expense of the Trust) take any action
that could result in the failure of any REMIC Pool to qualify as a REMIC while
any Certificates are outstanding, unless such action has been approved by a vote
of 100% of each Class of Certificateholders (including the Class R-I, Class R-II
and Class R-III Certificateholders).

                  SECTION 9.17 SALE OF DEFAULTED MORTGAGE LOANS. In lieu of
exercising remedies pursuant to the terms of any Mortgage Loan and Mortgage, the
Special Servicer may sell a Specially Serviced Mortgage Loan (but not any
related B Note) that is a Defaulted Mortgage Loan for cash in accordance with
Section 9.36 hereof.

                  SECTION 9.18 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE.
The Special Servicer shall deliver to the Paying Agent on or before noon
(Eastern Time) on March 31 of each calendar year (or March 30 if a leap year),
commencing in March 2002, an Officer's Certificate stating, as to the signer
thereof, that (A) a review of the activities of the Special Servicer during the
preceding calendar year or portion thereof and of the performance of the Special
Servicer under this Agreement has been made under such officer's supervision and
(B) to the best of such officer's knowledge, based on such review, the Special
Servicer has fulfilled all its obligations under this Agreement in all material
respects throughout such year, or, if there has been a default in the
fulfillment of any such obligation, specifying each such default known to such
officer and the nature and status thereof. The Special Servicer shall deliver
such Officer's Certificate to the Master Servicer, the Depositor and the Trustee
by April 7 of each calendar year. The Special Servicer shall forward a copy of
each such statement to the Rating Agencies.



                                     -197-
<PAGE>

                  SECTION 9.19 ANNUAL INDEPENDENT ACCOUNTANTS' SERVICING REPORT.
On or before noon (Eastern Time) on March 31 of each calendar year (or March 30
if a leap year), beginning with March 2002, the Special Servicer at its expense
shall cause a nationally recognized firm of Independent public accountants (who
may also render other services to the Special Servicer, as applicable) to
furnish to the Paying Agent (in electronic format) a statement to the effect
that (a) such firm has examined certain documents and records relating to the
servicing of the Mortgage Loans under this Agreement or the servicing of
mortgage loans similar to the Mortgage Loans under substantially similar
agreements for the preceding calendar year and (b) the assertion by management
of the Special Servicer, that it maintained an effective internal control system
over the servicing of such mortgage loans is fairly stated in all material
respects, based upon established criteria, which statement meets the standards
applicable to accountant's reports intended for general distribution; provided
that each of the Master Servicer and the Special Servicer shall not be required
to cause the delivery of such statement until April 15 in any given year so long
as it has received written confirmation from the Depositor that a Report on Form
10-K is not required to be filed in respect of the Trust Fund for the preceding
calendar year. The Special Servicer shall deliver such statement to the
Depositor, each Rating Agency, the Trustee and, upon request, the Operating
Adviser by April 7 of each calendar year.

                  SECTION 9.20 MERGER OR CONSOLIDATION. Any Person into which
the Special Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Special Servicer shall be a party, or any Person succeeding to the business of
the Special Servicer, shall be the successor of the Special Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto; provided, however, that each of the Rating Agencies
provides a Rating Agency Confirmation. If the conditions to the proviso in the
foregoing sentence are not met, the Trustee may terminate the Special Servicer's
servicing of the Specially Serviced Mortgage Loans pursuant hereto, such
termination to be effected in the manner set forth in Section 9.31.

                  SECTION 9.21 RESIGNATION OF SPECIAL SERVICER.

                  (a) Except as otherwise provided in this Section 9.21, the
Special Servicer shall not resign from the obligations and duties hereby imposed
on it unless it determines that the Special Servicer's duties hereunder are no
longer permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it. Any such
determination permitting the resignation of the Special Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer, the Operating Adviser, and the Trustee. No such resignation shall
become effective until a successor servicer designated by the Operating Adviser
and the Trustee shall have (i) satisfied the requirements that would apply
pursuant to Section 9.20 hereof if a merger of the Special Servicer had
occurred, (ii) assumed the Special Servicer's responsibilities and obligations
under this Agreement and (iii) Rating Agency Confirmation shall have been
obtained. Notice of such resignation shall be given promptly by the Special
Servicer to the Master Servicer and the Trustee.

                  (b) The Special Servicer may resign from the obligations and
duties hereby imposed on it, upon reasonable notice to the Trustee, provided
that (i) a successor Special Servicer is (x) available, (y) reasonably
acceptable to the Operating Adviser, the Depositor, and the Trustee, and (z)
willing to assume the obligations, responsibilities and covenants to be


                                     -198-
<PAGE>

performed hereunder by the Special Servicer on substantially the same terms and
conditions, and for not more than equivalent compensation as that herein
provided (including the obligation to remit the Westin Primary Special Servicing
Fee), (ii) the successor Special Servicer has assets of at least $15,000,000 and
(iii) Rating Agency Confirmation is obtained with respect to such resignation,
as evidenced by a letter from each Rating Agency delivered to the Trustee. Any
costs of such resignation and of obtaining a replacement Special Servicer shall
be borne by the Special Servicer and shall not be an expense of the Trust.

                  (c) No such resignation under paragraph (b) above shall become
effective unless and until such successor Special Servicer enters into a
servicing agreement with the Trustee assuming the obligations and
responsibilities of the Special Servicer hereunder in form and substance
reasonably satisfactory to the Trustee.

                  (d) Upon any resignation of the Special Servicer, it shall
retain the right to receive any and all Work-Out Fees payable in respect of
Mortgage Loans that became Rehabilitated Mortgage Loans during the period that
it acted as Special Servicer and that were still Rehabilitated Mortgage Loans at
the time of such resignation (and the successor Special Servicer shall not be
entitled to any portion of such Work-Out Fees), in each case until such time (if
any) as such Mortgage Loan again becomes a Specially Serviced Mortgage Loan or
are no longer included in the Trust.

                  SECTION 9.22 ASSIGNMENT OR DELEGATION OF DUTIES BY SPECIAL
SERVICER. The Special Servicer shall have the right without the prior written
consent of the Trustee to (A) delegate or subcontract with or authorize or
appoint anyone, or delegate certain duties to other professionals such as
attorneys and appraisers, as an agent of the Special Servicer or Sub-Servicers
(as provided in Section 9.3) to perform and carry out any duties, covenants or
obligations to be performed and carried out by the Special Servicer hereunder or
(B) assign and delegate all of its duties hereunder. In the case of any such
assignment and delegation in accordance with the requirements of clause (A) of
this Section, the Special Servicer shall not be released from its obligations
under this Agreement. In the case of any such assignment and delegation in
accordance with the requirements of clause (B) of this Section, the Special
Servicer shall be released from its obligations under this Agreement, except
that the Special Servicer shall remain liable for all liabilities and
obligations incurred by it as the Special Servicer hereunder prior to the
satisfaction of the following conditions: (i) the Special Servicer gives the
Depositor, the Master Servicer, the Primary Servicers and the Trustee notice of
such assignment and delegation; (ii) such purchaser or transferee accepting such
assignment and delegation executes and delivers to the Depositor and the Trustee
an agreement accepting such assignment, which contains an assumption by such
Person of the rights, powers, duties, responsibilities, obligations and
liabilities of the Special Servicer, with like effect as if originally named as
a party to this Agreement; (iii) the purchaser or transferee has assets in
excess of $15,000,000; (iv) such assignment and delegation is the subject of a
Rating Agency Confirmation; and (v) the Depositor consents to such assignment
and delegation, such consent not be unreasonably withheld. Notwithstanding the
above, the Special Servicer may appoint Sub-Servicers in accordance with Section
9.3 hereof.


                                     -199-

<PAGE>



                  SECTION 9.23 LIMITATION ON LIABILITY OF THE SPECIAL SERVICER
AND OTHERS.

                  (a) Neither the Special Servicer nor any of the directors,
officers, employees or agents of the Special Servicer shall be under any
liability to the Certificateholders, holders of the B Notes or the Trustee for
any action taken or for refraining from the taking of any action in good faith
and using reasonable business judgment; provided that this provision shall not
protect the Special Servicer or any such person against any breach of a
representation or warranty contained herein or any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of duties hereunder or by reason of negligent disregard of
obligations and duties hereunder. The Special Servicer and any director,
officer, employee or agent of the Special Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
(including, without limitation, the information and reports delivered by or at
the direction of the Master Servicer or any director, officer, employee or agent
of the Master Servicer) respecting any matters arising hereunder. The Special
Servicer shall not be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its duties to service the Specially
Serviced Mortgage Loans in accordance with this Agreement; provided that the
Special Servicer may in its sole discretion undertake any such action which it
may reasonably deem necessary or desirable in order to protect the interests of
the Certificateholders, the holders of the B Notes and the Trustee in the
Specially Serviced Mortgage Loans, or shall undertake any such action if
instructed to do so by the Trustee. In such event, all legal expenses and costs
of such action (other than those that are connected with the routine performance
by the Special Servicer of its duties hereunder) shall be expenses and costs of
the Trust, and the Special Servicer shall be entitled to be reimbursed therefor
as provided by Section 5.2 hereof. Notwithstanding any term in this Agreement,
the Special Servicer shall not be relieved from liability to, or entitled to
indemnification from, the Trust for any action taken by it at the direction of
the Operating Adviser which is in conflict with the Servicing Standard.

                  (b) In addition, the Special Servicer shall have no liability
with respect to, and shall be entitled to conclusively rely on as to the truth
of the statements and the correctness of the opinions expressed in any
certificates or opinions furnished to the Special Servicer and conforming to the
requirements of this Agreement. Neither the Special Servicer, nor any director,
officer, employee, agent or Affiliate, shall be personally liable for any error
of judgement made in good faith by any officer, unless it shall be proved that
the Special Servicer or such officer was negligent in ascertaining the pertinent
facts. Neither the Special Servicer, nor any director, officer, employee, agent
or Affiliate, shall be personally liable for any action taken, suffered or
omitted by it in good faith and believed by it to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement. The Special
Servicer shall be entitled to rely on reports and information supplied to it by
the Master Servicer and the related Mortgagors and shall have no duty to
investigate or confirm the accuracy of any such report or information.

                  (c) The Special Servicer shall not be obligated to incur any
liabilities, costs, charges, fees or other expenses which relate to or arise
from any breach of any representation, warranty or covenant made by the
Depositor, the Master Servicer, the Fiscal Agent or Trustee in this Agreement.
The Trust shall indemnify and hold harmless the Special Servicer from any and
all claims, liabilities, costs, charges, fees or other expenses which relate to
or arise from any such


                                     -200-
<PAGE>

breach of representation, warranty or covenant to the extent such amounts are
not recoverable from the party committing such breach.

                  (d) Except as otherwise specifically provided herein:

                        (i) the Special Servicer may rely, and shall be
protected in acting or refraining from acting upon, any resolution, officer's
certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document believed or in good faith believed by it to be genuine
and to have been signed or presented by the proper party or parties;

                        (ii) the Special Servicer may consult with counsel, and
any written advice or Opinion of Counsel shall be full and complete
authorization and protection with respect to any action taken or suffered or
omitted by it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;

                        (iii) the Special Servicer shall not be personally
liable for any action taken, suffered or omitted by it in good faith and
believed by it to be authorized or within the discretion, rights or powers
conferred upon it by this Agreement; and

                        (iv) the Special Servicer, in preparing any reports
hereunder, may rely, and shall be protected in acting or refraining from acting
upon any information (financial or other), statement, certificate, document,
agreement, covenant, notice, request or other paper reasonably believed or in
good faith believed by it to be genuine.

                  (e) The Special Servicer and any director, officer, employee
or agent of the Special Servicer shall be indemnified by the Master Servicer,
the Trustee, the Paying Agent and the Fiscal Agent, as the case may be, and held
harmless against any loss, liability or expense including reasonable attorneys'
fees incurred in connection with any legal action relating to the Master
Servicer's, the Trustee's, the Paying Agent's or the Fiscal Agent's, as the case
may be, respective willful misfeasance, bad faith or negligence in the
performance of its respective duties hereunder or by reason of negligent
disregard by such Person of its respective duties hereunder, other than any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of any of the Special Servicer's duties
hereunder or by reason of negligent disregard of the Special Servicer's
obligations and duties hereunder. The Special Servicer shall promptly notify the
Master Servicer, the Trustee, the Paying Agent and the Fiscal Agent if a claim
is made by a third party entitling the Special Servicer to indemnification
hereunder, whereupon the Master Servicer, the Trustee or the Paying Agent, in
each case, to the extent the claim was made in connection with its willful
misfeasance, bad faith or negligence, shall assume the defense of any such claim
(with counsel reasonably satisfactory to the Special Servicer). Any failure to
so notify the Master Servicer, the Trustee or the Paying Agent shall not affect
any rights the Special Servicer may have to indemnification hereunder or
otherwise, unless the interest of the Master Servicer, the Trustee or the Paying
Agent is materially prejudiced thereby. The indemnification provided herein
shall survive the termination of this Agreement and the termination or
resignation of the Special Servicer. Such indemnity shall survive the
termination of this Agreement or the resignation or removal of the Special
Servicer hereunder. Any payment hereunder made by the Master Servicer, the
Trustee, the Fiscal Agent or the


                                     -201-
<PAGE>

Paying Agent, as the case may be, pursuant to this paragraph to the Special
Servicer shall be paid from the Master Servicer's, the Trustee's, Fiscal Agent's
or the Paying Agent's, as the case may be, own funds, without reimbursement from
the Trust therefor, except achieved through subrogation as provided in this
Agreement.

                  SECTION 9.24 INDEMNIFICATION; THIRD-PARTY CLAIMS.

                  (a) The Special Servicer and any director, officer, employee
or agent of the Special Servicer shall be indemnified by the Trust, and held
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees
and expenses incurred in connection with any legal action relating to (i) this
Agreement, and (ii) any action taken by the Special Servicer in accordance with
the instruction delivered in writing to the Special Servicer by the Trustee or
the Master Servicer pursuant to any provision of this Agreement in each case and
the Special Servicer and each of its directors, officers, employees and agents
shall be entitled to indemnification from the Trust for any loss, liability or
expense (including attorneys' fees) incurred in connection with the provision by
the Special Servicer of any information included by the Special Servicer in the
report required to be provided by the Special Servicer pursuant to this
Agreement, other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder. The Special Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Special Servicer) and the Trust shall
pay, from amounts on deposit in the Certificate Account pursuant to Section 5.2,
all expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim. The indemnification provided herein shall survive
the termination of this Agreement and the termination or resignation of the
Special Servicer. Any expenses incurred or indemnification payments made by the
Trust shall be reimbursed by the Special Servicer, if a court of competent
jurisdiction makes a final, non-appealable judgment that the Special Servicer
was found to have acted with willful misfeasance, bad faith or negligence.

                  (b) The Special Servicer agrees to indemnify the Trust, and
the Trustee, the Fiscal Agent, the Depositor, the Master Servicer, the Paying
Agent and any director, officer, employee or agent or Controlling Person of the
Trustee, the Fiscal Agent, the Depositor and the Master Servicer, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that the Trust or the Trustee, the Fiscal Agent, the Depositor, the
Paying Agent or the Master Servicer may sustain arising from or as a result of
the willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of negligent disregard of obligations and duties
hereunder by the Special Servicer. The Trustee, the Fiscal Agent, the Depositor,
the Paying Agent or the Master Servicer shall immediately notify the Special
Servicer if a claim is made by a third party with respect to this Agreement or
the Specially Serviced Mortgage Loans entitling the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer, as the
case may be, to indemnification hereunder, whereupon the Special Servicer shall
assume the defense of any such claim (with counsel reasonably satisfactory to
the Trustee, the Fiscal Agent, the Depositor, the Paying Agent or the Master
Servicer, as the case may be) and pay all expenses in connection therewith,
including counsel


                                     -202-
<PAGE>

fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against it or them in respect of such claim. Any failure to so notify
the Special Servicer shall not affect any rights the Trust or the Trustee, the
Fiscal Agent, the Depositor, the Paying Agent or the Master Servicer may have to
indemnification under this Agreement or otherwise, unless the Special Servicer's
defense of such claim is materially prejudiced thereby. The indemnification
provided herein shall survive the termination of this Agreement and the
termination or resignation of the Special Servicer, the Paying Agent or the
Trustee or Fiscal Agent. Any expenses incurred or indemnification payments made
by the Special Servicer shall be reimbursed by the party so paid, if a court of
competent jurisdiction makes a final, non-appealable judgment that the conduct
of the Special Servicer was not culpable or found to have acted with willful
misfeasance, bad faith or negligence.

                  (c) The initial Special Servicer and the Depositor expressly
agree that the only information furnished by or on behalf of the Special
Servicer for inclusion in the Preliminary Prospectus Supplement and the Final
Prospectus Supplement is the information set forth in the paragraph under the
caption "SERVICING OF THE MORTGAGE LOANS - The Master Servicer and Special
Servicer--Special Servicer" of the Preliminary Prospectus Supplement and Final
Prospectus Supplement.

                  SECTION 9.25 [RESERVED]

                  SECTION 9.26 SPECIAL SERVICER MAY OWN CERTIFICATES. The
Special Servicer or any agent of the Special Servicer in its individual capacity
or in any other capacity may become the owner or pledgee of Certificates with
the same rights as it would have if they were not the Special Servicer or such
agent. Any such interest of the Special Servicer or such agent in the
Certificates shall not be taken into account when evaluating whether actions of
the Special Servicer are consistent with its obligations in accordance with the
Servicing Standard regardless of whether such actions may have the effect of
benefiting the Class or Classes of Certificates owned by the Special Servicer.

                  SECTION 9.27 TAX REPORTING. The Special Servicer shall provide
the necessary information to the Master Servicer to allow the Master Servicer to
comply with the Mortgagor tax reporting requirements imposed by Sections 6050H,
6050J and 6050P of the Code with respect to any Specially Serviced Mortgage
Loan. The Special Servicer shall provide to the Master Servicer copies of any
such reports. The Master Servicer shall forward such reports to the Trustee and
the Paying Agent.

                  SECTION 9.28 APPLICATION OF FUNDS RECEIVED. It is anticipated
that the Master Servicer will be collecting all payments with respect to the
Mortgage Loans (other than payments with respect to REO Income). If, however,
the Special Servicer should receive any payments with respect to any Mortgage
Loan (other than REO Income) it shall, within one Business Day of receipt from
the Mortgagor or otherwise of any amounts attributable to payments with respect
to or the sale of any Mortgage Loan or any Specially Serviced Mortgage Loan, if
any, (but not including REO Income, which shall be deposited in the applicable
REO Account as provided in Section 9.14 hereof), either, (i) forward such
payment (endorsed, if applicable, to the order of the Master Servicer), to the
Master Servicer, or (ii) deposit such amounts, or cause such amounts to be
deposited, in the Certificate Account. The Special Servicer shall notify the
Master Servicer of


                                     -203-
<PAGE>

each such amount received on or before the date required for the making of such
deposit or transfer, as the case may be, indicating the Mortgage Loan or
Specially Serviced Mortgage Loan to which the amount is to be applied and the
type of payment made by or on behalf of the related Mortgagor.

                  SECTION 9.29 COMPLIANCE WITH REMIC PROVISIONS. The Special
Servicer shall act in accordance with this Agreement and the provisions of the
Code relating to REMICs in order to create or maintain the status of any REMIC
Pool as a REMIC under the Code or, as appropriate, adopt a plan of complete
liquidation. The Special Servicer shall not take any action or cause any REMIC
Pool to take any action that would (i) endanger the status of any REMIC as a
REMIC under the Code or (ii) subject to Section 9.14(e), result in the
imposition of a tax upon any REMIC Pool (including, but not limited to, the tax
on prohibited transactions as defined in Code Section 860F(a)(2) or on
prohibited contributions pursuant to Section 860G(d)) unless the Master Servicer
and the Trustee have received a Nondisqualification Opinion (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not endanger such status or result in the imposition of such tax.
The Special Servicer shall comply with the provisions of Article XII hereof.

                  SECTION 9.30 TERMINATION.

                  (a) The obligations and responsibilities of the Special
Servicer created hereby (other than the obligation of the Special Servicer to
make payments to the Master Servicer as set forth in Section 9.28 and the
obligations of the Special Servicer pursuant to Sections 9.8 and 9.24 hereof)
shall terminate on the date which is the earliest of (i) the later of (A) the
final payment or other liquidation of the last Mortgage Loan remaining
outstanding (and final distribution to the Certificateholders) or, (B) the
disposition of all REO Property in respect of any Specially Serviced Mortgage
Loan (and final distribution to the Certificateholders), (ii) 60 days following
the date on which the Trustee or the Operating Adviser has given written notice
to the Special Servicer that this Agreement is terminated pursuant to Section
9.30(b) or 9.30(c), respectively, and (iii) the effective date of any
resignation of the Special Servicer effected pursuant to and in accordance with
Section 9.21.

                  (b) The Trustee may terminate the Special Servicer in the
event that (i) the Special Servicer has failed to remit any amount required to
be remitted to the Trustee, the Master Servicer, the Fiscal Agent, the Paying
Agent or the Depositor within one (1) Business Day following the date such
amount was required to have been remitted under the terms of this Agreement,
(ii) the Special Servicer has failed to deposit into any account any amount
required to be so deposited or remitted under the terms of this Agreement which
failure continues unremedied for one Business Day following the date on which
such deposit or remittance was first required to be made; (iii) the Special
Servicer has failed to duly observe or perform in any material respect any of
the other covenants or agreements of the Special Servicer set forth in this
Agreement, and the Special Servicer has failed to remedy such failure within
thirty (30) days after written notice of such failure, requiring the same to be
remedied, shall have been given to the Special Servicer by the Depositor or the
Trustee, provided, however, that if the Special Servicer certifies to the
Trustee and the Depositor that the Special Servicer is in good faith attempting
to remedy such failure, and the Certificateholders would not be affected
thereby, such cure period will be extended to the extent necessary to permit the
Special Servicer to cure such


                                     -204-
<PAGE>

failure; provided, however, that such cure period may not exceed 90 days; (iv)
the Special Servicer has made one or more false or misleading representations or
warranties herein that materially and adversely affects the interest of any
Class of Certificates, and has failed to cure such breach within thirty (30)
days after notice of such breach, requiring the same to be remedied, shall have
been given to the Special Servicer by the Depositor or the Trustee, provided,
however, that if the Special Servicer certifies to the Trustee and the Depositor
that the Special Servicer is in good faith attempting to remedy such failure,
such cure period may be extended to the extent necessary to permit the Special
Servicer to cure such failure; provided, however, that such cure period may not
exceed 90 days; (v) the Trustee shall receive notice from Fitch to the effect
that the continuation of the Special Servicer in such capacity would result in
the downgrade, qualification or withdrawal of any rating then assigned by Fitch
to any Class of Certificates; (vi) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar
law for the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the
Special Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; (vii) the Special Servicer
shall consent to the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings relating to the
Special Servicer or of or relating to all or substantially all of its property;
(viii) the Special Servicer thereof shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage of any
applicable bankruptcy, insolvency or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its
obligations, or take any corporate action in furtherance of the foregoing or
(ix) the Special Servicer is removed from S&P's approved special servicer list
and the ratings then assigned by S&P to any classes of certificates are
downgraded, qualified or withdrawn (including, without limitation, being placed
on "negative credit watch") in connection with such removal. Such termination
shall be effective on the date after the date of any of the above events that
the Trustee specifies in a written notice to the Special Servicer specifying the
reason for such termination. The Operating Adviser shall have the right to
appoint a successor if the Trustee terminates the Special Servicer.

                  (c) The Operating Adviser shall have the right to direct the
Trustee to terminate the Special Servicer, provided that the Operating Adviser
shall appoint a successor Special Servicer who will (i) be reasonably
satisfactory to the Trustee and to the Depositor, and (ii) execute and deliver
to the Trustee an agreement, in form and substance reasonably satisfactory to
the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; and
provided, further, that the Trustee shall have received Rating Agency
Confirmation from each Rating Agency prior to the termination of the Special
Servicer. The Special Servicer shall not be terminated pursuant to this
subsection (c) until a successor Special Servicer shall have been appointed. The
Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of a Special Servicer (unless such
removal is based on any of the events or circumstances set forth in Section
9.30(b)).



                                     -205-
<PAGE>

                  SECTION 9.31 PROCEDURE UPON TERMINATION.

                  (a) Notice of any termination pursuant to clause (i) of
Section 9.30(a), specifying the Distribution Date upon which the final
distribution shall be made, shall be given promptly by the Special Servicer to
the Trustee and the Paying Agent no later than the later of (i) five Business
Days after the final payment or other liquidation of the last Mortgage Loan or
(ii) the sixth day of the month in which the final Distribution Date will occur.
Upon any such termination, the rights and duties of the Special Servicer (other
than the rights and duties of the Special Servicer pursuant to Sections 9.8,
9.21, 9.23 and 9.24 hereof) shall terminate and the Special Servicer shall
transfer to the Master Servicer the amounts remaining in each REO Account and
shall thereafter terminate each REO Account and any other account or fund
maintained with respect to the Specially Serviced Mortgage Loans.

                  (b) On the date specified in a written notice of termination
given to the Special Servicer pursuant to clause (ii) of Section 9.30(a), all
authority, power and rights of the Special Servicer under this Agreement,
whether with respect to the Specially Serviced Mortgage Loans or otherwise,
shall terminate; provided, that in no event shall the termination of the Special
Servicer be effective until the Trustee or other successor Special Servicer
shall have succeeded the Special Servicer as successor Special Servicer,
notified the Special Servicer of such designation, and such successor Special
Servicer shall have assumed the Special Servicer's obligations and
responsibilities, as set forth in an agreement substantially in the form hereof,
with respect to the Specially Serviced Mortgage Loans. The Trustee or other
successor Special Servicer may not succeed the Special Servicer as Special
Servicer until and unless it has satisfied the provisions that would apply to a
Person succeeding to the business of the Special Servicer pursuant to Section
9.20 hereof. The Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Special Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination. The Special Servicer agrees to cooperate with the Trustee and the
Fiscal Agent in effecting the termination of the Special Servicer's
responsibilities and rights hereunder as Special Servicer including, without
limitation, providing the Trustee all documents and records in electronic or
other form reasonably requested by it to enable the successor Special Servicer
designated by the Trustee to assume the Special Servicer's functions hereunder
and to effect the transfer to such successor for administration by it of all
amounts which shall at the time be or should have been deposited by the Special
Servicer in any REO Account and any other account or fund maintained or
thereafter received with respect to the Specially Serviced Mortgage Loans.

                  (c) If the Special Servicer receives a written notice of
termination pursuant to clause (ii) of Section 9.30(a) relating solely to an
event set forth in Section 9.30(b)(v) or (ix), and if the Special Servicer
provides the Trustee with the appropriate "request for proposal" materials
within five Business Days after receipt of such written notice of termination,
then the Trustee shall promptly thereafter (using such "request for proposal"
materials provided by the Special Servicer) solicit good faith bids for the
rights to be appointed as Special Servicer under this Agreement from at least
three but no more than five Qualified Bidders or, if three Qualified Bidders
cannot be located, then from as many persons as the Trustee can determine are
Qualified Bidders. At the Trustee's request, the Special Servicer shall supply
the Trustee with the names of Persons from whom to solicit such bids. In no
event shall the Trustee be responsible if less


                                     -206-
<PAGE>

than three Qualified Bidders submit bids for the right to service the Mortgage
Loans under this Agreement.

                  (d) Each bid proposal shall require any Successful Bidder, as
a condition of its bid, to enter into this Agreement as successor Special
Servicer, and to agree to be bound by the terms hereof, not later than 30 days
after termination of the Special Servicer hereunder. The Trustee shall select
the Qualified Bidder with the highest cash bid (or such other Qualified Bidder
as the Master Servicer may direct) that is also acceptable to the Operating
Adviser (the "Successful Bidder") to act as successor Special Servicer
hereunder. If no bidder is acceptable to the Operating Adviser, the Operating
Adviser shall appoint the successor Special Servicer after consultation with the
Controlling Class, provided that the successor Special Servicer so appointed
must be bound by the terms of this Agreement and there must be delivered a
Rating Agency Confirmation in connection with such appointment. The Trustee
shall direct the Successful Bidder to enter into this Agreement as successor
Special Servicer pursuant to the terms hereof not later than 30 days after the
termination of the Special Servicer hereunder, and in connection therewith to
deliver the amount of the Successful Bidder's cash bid to the Trustee by wire
transfer of immediately available funds to an account specified by the Trustee
no later than 10:00 a.m. New York City time on the date specified for the
assignment and assumption of the servicing rights hereunder.

                  (e) Upon the assignment and acceptance of the servicing right
hereunder to and by the Successful Bidder and receipt of such cash bid, the
Trustee shall remit or cause to be remitted to the terminated Special Servicer
the amount of such cash bid received from the Successful Bidder (net of
out-of-pocket expenses incurred in connection with obtaining such bid and
transferring servicing) by wire transfer of immediately available funds to an
account specified by the terminated Special Servicer no later than 1:00 p.m. New
York City time on the date specified for the assignment and assumption of the
servicing rights hereunder.

                  (f) If the Successful Bidder has not entered into this
Agreement as successor Special within 30 days after the termination of the
Special Servicer hereunder or no Successful Bidder was identified within such
30-day period, the Trustee shall have no further obligations under Section
9.31(c) and may act or may select another successor to act as Special Servicer
hereunder in accordance with Section 9.31(b).

                  SECTION 9.32 CERTAIN SPECIAL SERVICER REPORTS.

                  (a) The Special Servicer, for each Specially Serviced Mortgage
Loan, shall provide to the Master Servicer and the Paying Agent on or prior to
the Determination Date for each month, a Special Servicer Monthly Report and the
CMSA Reports in such electronic format as is mutually acceptable to the Master
Servicer and the Special Servicer and in CMSA format. The Master Servicer and
the Paying Agent may use such reports or information contained therein to
prepare its reports and the Master Servicer may, at its option, forward such
reports directly to the Depositor and the Rating Agencies. The Special Servicer,
for each Specially Serviced Mortgage Loan, shall provide to the Master Servicer,
the Paying Agent and the Trustee on or prior to the Determination Date for each
month, a Special Servicer Monthly Report substantially in the form of Exhibit O
or in such electronic format as is mutually acceptable to the Master Servicer
and the Special Servicer. The Master Servicer, the Paying Agent and the Trustee
may


                                     -207-
<PAGE>

use such reports or information contained therein to prepare its reports and the
Master Servicer may, at its option, forward such Special Servicer Monthly
Reports directly to the Depositor and the Rating Agencies. The Special Servicer
Monthly Report shall be substantially in the form of Exhibit O and shall contain
a narrative description for each Specially Serviced Mortgage Loan of the current
status of such Loan including the status of any workout or foreclosure, the
change in such status since the prior Special Servicer Monthly Report, and other
information described in Exhibit O.

                  (b) The Special Servicer shall maintain accurate records,
prepared by a Servicing Officer, of each Final Recovery Determination with
respect to any Mortgage Loan or REO Property and the basis thereof. Each Final
Recovery Determination shall be evidenced by an Officer's Certificate delivered
to the Trustee, the Operating Adviser, the Paying Agent and the Master Servicer
no later than the ten Business Day following such Final Recovery Determination.

                  (c) The Special Servicer shall provide to the Master Servicer
or the Paying Agent at the reasonable request in writing of the Master Servicer
the Paying Agent, any information in its possession with respect to the
Specially Serviced Mortgage Loans which the Master Servicer or Paying Agent, as
the case may be, shall require in order for the Master Servicer or the Paying
Agent to comply with its obligations under this Agreement; provided that the
Special Servicer shall not be required to take any action or provide any
information that the Special Servicer determines will result in any material
cost or expense to which it is not entitled to reimbursement hereunder or will
result in any material liability for which it is not indemnified hereunder. The
Master Servicer will provide the Special Servicer at the request of the Special
Servicer any information in its possession with respect to the Mortgage Loans
which the Master Servicer shall require in order for the Special Servicer to
comply with its obligations under this Agreement.

                  (d) Not later than 20 days after each Special Servicer
Remittance Date, the Special Servicer shall forward to the Master Servicer a
statement setting forth the status of each REO Account as of the close of
business on such Special Servicer Remittance Date, stating that all remittances
required to be made by it as required by this Agreement to be made by the
Special Servicer have been made (or, if any required distribution has not been
made by the Special Servicer, specifying the nature and status thereof) and
showing, for the period from the day following the preceding Special Servicer
Remittance Date to such Special Servicer Remittance Date, the aggregate of
deposits into and withdrawals from each REO Account for each category of deposit
specified in Section 5.1 of this Agreement and each category of withdrawal
specified in Section 5.2 of this Agreement.

                  (e) The Special Servicer shall use reasonable efforts to
obtain and, to the extent obtained, to deliver to the Master Servicer, the
Paying Agent, the Rating Agencies and the Operating Adviser, on or before April
15 of each year, commencing with April 15, 2002, (i) copies of the prior year
operating statements and quarterly statements, if available, for each Mortgaged
Property underlying a Specially Serviced Mortgage Loan or REO Property as of its
fiscal year end, provided that either the related Mortgage Note or Mortgage
requires the Mortgagor to provide such information, or if the related Mortgage
Loan has become an REO Property, (ii) a copy of the most recent rent roll
available for each Mortgaged Property, and


                                     -208-
<PAGE>

(iii) a table, setting forth the Debt Service Coverage Ratio and occupancy with
respect to each Mortgaged Property covered by the operating statements delivered
above.

                  (f) The Special Servicer shall deliver to the Master Servicer,
the Depositor, the Paying Agent and the Trustee all such other information with
respect to the Specially Serviced Mortgage Loans at such times and to such
extent as the Master Servicer, the Trustee, the Paying Agent or Depositor may
from time to time reasonably request; provided, however, that the Special
Servicer shall not be required to produce any ad hoc non-standard written
reports with respect to such Mortgage Loans except if any Person (other than the
Paying Agent or the Trustee) requesting such report pays a reasonable fee to be
determined by the Special Servicer.

                  (g) The Special Servicer shall deliver a written Inspection
Report of each Specially Serviced Mortgage Loan in accordance with Section
9.4(b) to the Operating Adviser.

                  (h) The Special Servicer shall provide, as soon as practicable
after a Mortgage Loan becomes a Specially Serviced Mortgage Loan, to the Master
Servicer its estimate of the net recoverable amount to the Certificateholders
(and the holder of the B Note if in connection with an A/B Mortgage Loan) and
anticipated expenses in connection therewith (and a general description of the
plan to achieve such recovery) of such Specially Serviced Mortgage Loan and
other information reasonably requested by the Master Servicer. The Special
Servicer shall update such information on a quarterly basis.

SECTION 9.33 SPECIAL SERVICER TO COOPERATE WITH THE MASTER SERVICER AND PAYING
AGENT.

                  (a) The Special Servicer shall furnish on a timely basis such
reports, certifications, and information as are reasonably requested by the
Master Servicer, the Trustee or the Paying Agent to enable it to perform its
duties under this Agreement or the Primary Servicing Agreements, as applicable;
provided that no such request shall (i) require or cause the Special Servicer to
violate the Code, any provision of this Agreement, including the Special
Servicer's obligation to act in accordance with the servicing standards set
forth in this Agreement and to maintain the REMIC status of any REMIC Pool or
(ii) expose the Special Servicer, the Trust, the Fiscal Agent, the Paying Agent
or the Trustee to liability or materially expand the scope of the Special
Servicer's responsibilities under this Agreement. In addition, the Special
Servicer shall notify the Master Servicer of all expenditures incurred by it
with respect to the Specially Serviced Mortgage Loans which are required to be
made by the Master Servicer as Servicing Advances as provided herein, subject to
the provisions of Section 4.4 hereof. The Special Servicer shall also remit all
invoices relating to Servicing Advances promptly upon receipt of such invoices.

                  (b) The Special Servicer shall from time to time make reports,
recommendations and analyses to the Operating Adviser with respect to the
following matters, the expense of which shall be charged to the Operating
Adviser, but in no event shall such costs be an expense of the Trust:

                        (i) whether the foreclosure of a Mortgaged Property
relating to a Specially Serviced Mortgage Loan would be in the best economic
interest of the Trust;



                                     -209-
<PAGE>

                        (ii) if the Special Servicer elects to proceed with a
foreclosure, whether a deficiency judgment should or should not be sought
because the likely recovery will or will not be sufficient to warrant the cost,
time and exposure of pursuing such judgment;

                        (iii) whether the waiver or enforcement of any
"due-on-sale" clause or "due-on-encumbrance" clause contained in a Mortgage Loan
or a Specially Serviced Mortgage Loan is in the best economic interest of the
Trust;

                        (iv) in connection with entering into an assumption
agreement from or with a person to whom a Mortgaged Property securing a
Specially Serviced Mortgage Loan has been or is about to be conveyed, or to
release the original Mortgagor from liability upon a Specially Serviced Mortgage
Loan and substitute a new Mortgagor, and whether the credit status of the
prospective new Mortgagor is in compliance with the Special Servicer's regular
commercial mortgage origination or servicing standard;

                        (v) in connection with the foreclosure on a Specially
Serviced Mortgage Loan secured by a Mortgaged Property which is not in
compliance with CERCLA, or any comparable environmental law, whether it is in
the best economic interest of the Trust to bring the Mortgaged Property into
compliance therewith and an estimate of the cost to do so; and

                        (vi) with respect to any proposed modification (which
shall include any proposed release, substitution or addition of collateral),
extension, waiver, amendment, discounted payoff or sale of a Mortgage Loan,
prepare a summary of such proposed action and an analysis of whether or not such
action is reasonably likely to produce a greater recovery on a present value
basis than liquidation of such Mortgage Loan; such analysis shall specify the
basis on which the Special Servicer made such determination, including the
status of any existing material default or the grounds for concluding that a
payment default is imminent.

                  SECTION 9.34 [RESERVED]

                  SECTION 9.35 [RESERVED]

                  SECTION 9.36 SALE OF DEFAULTED MORTGAGE LOANS AND REO
PROPERTIES.

                  (a) Neither the Master Servicer nor the Special Servicer is
permitted to sell or purchase, or permit the sale or purchase of, a Defaulted
Mortgage Loan unless the terms and conditions set forth in this Section 9.36 or
those set forth in or contemplated by Section 2.3 and Section 10.1, as
applicable, are satisfied. Notwithstanding the foregoing, the Master Servicer
and the Special Servicer hereby acknowledge and agree to comply in all respects
with and enforce on behalf of the Trust the (i) cure rights and purchase rights
of the holder of the B Note provided for in Sections 10 and 11, respectively, of
the Intercreditor Agreement relating to the Mortgage Loan designated as Mortgage
Loan No. 1 on the Mortgage Loan Schedule and (ii) purchase rights provided for
in Section 11 of the Intercreditor Agreement relating to the Mortgage Loan
designated as Mortgage Loan No. 41 on the Mortgage Loan Schedule, in each case,
relating to the failure by a Mortgagor to make any payment of principal or
interest on the related Mortgage Loan (that is, the A Note) by the end of the
applicable grace period.



                                     -210-
<PAGE>

                  (b) If any Mortgage Loan becomes a Specially Serviced Mortgage
Loan, the Special Servicer shall determine the Net Present Value (in accordance
with the procedures set forth in the definition of such term) of each of the
following asset disposition methods (each, an "Asset Disposition Method") with
respect to such Specially Serviced Mortgage Loan: (i) sell the Defaulted
Mortgage Loan in accordance with and pursuant to the procedures described in
subsection (c) below; (ii) pursue negotiations with the related Mortgagor
designed to workout such Defaulted Mortgage Loan in a manner that results in the
Defaulted Mortgage Loan (A) becoming a Rehabilitated Mortgage Loan with no
modification of any Money Term, (B) being modified as to one or more Money Terms
and becoming a Rehabilitated Mortgage Loan, or (C) being paid off due to the
acceptance of a discounted payoff from the Mortgagor (in each case, a
"Workout"); and (iii) foreclose upon or otherwise convert to ownership the
related Mortgaged Property pursuant to Section 9.13 and sell the related REO
Property pursuant to Section 9.15 (a "Foreclosure"). The Special Servicer shall
follow the Asset Disposition Method that has the highest Net Present Value. In
connection with the consideration of the Asset Disposition Method described in
clause (i) of the second preceding sentence, the Operating Adviser (in such
capacity, the "Defaulted Loan Purchaser") shall, upon receipt of notice from the
Special Servicer, have the right, at its option, to purchase such Defaulted
Mortgage Loan from the Trust at a price equal to the Purchase Price and, in the
event that the Defaulted Loan Purchaser notifies the Special Servicer that it
intends to exercise such option, then a sale of the Defaulted Mortgage Loan to
the Defaulted Loan Purchaser pursuant to such option shall be deemed to be the
Asset Disposition Method that has the highest Net Present Value. Notwithstanding
that the Operating Adviser has the right to consult with the Special Servicer on
the Asset Disposition Method, the Special Servicer's determination of the
highest Net Present Value to the Trust will be the Asset Disposition Method
effected. The Special Servicer is permitted to recalculate Net Present Value
based upon changed circumstances or new information.

                  (c) In the event that the Defaulted Loan Purchaser exercises
its purchase option pursuant to paragraph (b) above with respect to a Defaulted
Mortgage Loan, the Special Servicer shall cause the Trustee to sell such
Defaulted Mortgage Loan to the Defaulted Loan Purchaser at the Purchase Price.
Otherwise, if and when the Special Servicer determines that the Net Present
Value of a sale of such Defaulted Mortgage Loan is higher than the Net Present
Value of either a Workout or a Foreclosure, it shall offer the Defaulted
Mortgage Loan for sale for cash. Such offering shall be made in a commercially
reasonable manner for a period of not less than 20 days or more than 90 days.
The Special Servicer shall give the Operating Adviser, the Master Servicer, the
Paying Agent, any holder of a related B Note and the Trustee not less than five
days' prior written notice of its intention to sell such Defaulted Mortgage
Loan. The Special Servicer shall accept the highest cash bid received from any
Person for such Defaulted Mortgage Loan in an amount at least equal to the
Purchase Price therefor; provided, however, that in the absence of any such bid,
the Special Servicer shall accept the highest cash bid received from any Person
that exceeds the greater of the Net Present Value of a Foreclosure or the Net
Present Value of a Workout. In the absence of any such bid, the Special Servicer
shall proceed to Foreclose or Workout such Defaulted Mortgage Loan, depending on
which Asset Disposition Method has the higher Net Present Value.

                  (d) If and when the Special Servicer determines that the Net
Present Value of a Foreclosure is higher than the Net Present Value of either a
Workout or a sale of the Defaulted Mortgage Loan, it shall proceed to foreclose
on such Defaulted Mortgage Loan pursuant to


                                     -211-
<PAGE>

Section 9.13 and sell the related REO Property pursuant to Section 9.15. The
Special Servicer shall give the Operating Adviser, the Master Servicer, the
Paying Agent, any holder of a related B Note and the Trustee not less than five
days' prior written notice of its intention to sell any such REO Property, and
in respect of such sale, the Special Servicer shall offer such REO Property in a
commercially reasonable manner.

                  (e) Subject to the REMIC Provisions, the Special Servicer
shall act on behalf of the Trust in negotiating and taking any other action
necessary or appropriate in connection with the sale of any Defaulted Mortgage
Loan or REO Property, including the collection of all amounts payable in
connection therewith. Notwithstanding anything to the contrary herein, neither
the Trustee, in its individual capacity, nor any of its Affiliates may bid for
or purchase any Defaulted Mortgage Loan or REO Property. Any sale of a Defaulted
Mortgage Loan or REO Property shall be without recourse to, or representation or
warranty by, the Trustee, the Fiscal Agent, the Depositor, the Special Servicer,
the Master Servicer, or the Trust. Notwithstanding the foregoing, nothing herein
shall limit the liability of the Master Servicer, the Special Servicer or the
Trustee to the Trust and the Certificateholders for failure to perform its
duties in accordance herewith. None of the Special Servicer, the Master
Servicer, the Depositor, the Fiscal Agent or the Trustee shall have any
liability to the Trust or any Certificateholder with respect to the price at
which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance
with the terms of this Agreement.

                  (f) The proceeds of any sale after deduction of the expenses
of such sale incurred in connection therewith shall be deposited within one
Business Day in the Certificate Account.

                  (g) Notwithstanding anything herein to the contrary, the
Special Servicer shall not be required to take or refrain from taking any action
pursuant to instructions from the Operating Adviser that would cause it to
violate applicable law or any term or provision of this Agreement, including the
REMIC Provisions and the Servicing Standard.

                  SECTION 9.37 OPERATING ADVISER; ELECTIONS.


                  (a) In accordance with Section 9.37(c), the Certificateholders
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class may elect the operating adviser (the "Operating
Adviser"). The Operating Adviser shall be elected for the purpose of receiving
reports and information from the Special Servicer in respect of the Specially
Serviced Mortgage Loans.

                  (b) The initial Operating Adviser is GMAC Commercial Mortgage
Corporation. The Controlling Class shall give written notice to the Trustee, the
Paying Agent and the Master Servicer of the appointment of any subsequent
Operating Adviser (in order to receive notices hereunder). If a subsequent
Operating Adviser is not so appointed, an election of an Operating Adviser also
shall be held. Notice of the meeting of the Holders of the Controlling Class
shall be mailed or delivered to each Holder by the Paying Agent, not less than
10 nor more than 60 days prior to the meeting. The notice shall state the place
and the time of the meeting, which may be held by telephone. A majority of
Certificate Balance of the Certificates of the then Controlling Class, present
in person or represented by proxy, shall constitute a quorum for


                                     -212-
<PAGE>

the nomination of an Operating Adviser. At the meeting, each Holder shall be
entitled to nominate one Person to act as Operating Adviser. The Paying Agent
shall cause the election of the Operating Adviser to be held as soon thereafter
as is reasonably practicable.

                  (c) Each Holder of the Certificates of the Controlling Class
shall be entitled to vote in each election of the Operating Adviser. The voting
in each election of the Operating Adviser shall be in writing mailed,
telecopied, delivered or sent by courier and actually received by the Paying
Agent on or prior to the date of such election. Immediately upon receipt by the
Paying Agent of votes (which have not been rescinded) from the Holders of
Certificates representing more than 50% of the Certificate Balance of the
Certificates of the then Controlling Class which are cast for a single Person,
such Person shall be, upon such Person's acceptance, the Operating Adviser. The
Paying Agent shall promptly notify the Trustee of the identity of the Operating
Adviser. Until an Operating Adviser is elected by Holders of Certificates
representing more than 50% of the Certificate Balance of the Certificates of the
then Controlling Class or in the event that an Operating Adviser shall have
resigned or been removed and a successor Operating Adviser shall not have been
elected, there shall be no Operating Adviser.

                  (d) The Operating Adviser may be removed at any time by the
written vote, copies of which must be delivered to the Paying Agent, of more
than 50% of the Certificate Balance of the Holders of the Certificates of the
then Controlling Class.

                  (e) The Paying Agent shall act as judge of each election and,
absent manifest error, the determination of the results of any election by the
Paying Agent shall be conclusive. Notwithstanding any other provisions of this
Section 9.37, the Paying Agent may make such reasonable regulations as it may
deem advisable for any election.

                  (f) Notwithstanding any provision of this Section 9.37 or any
other provision of this Agreement to the contrary, at any time that the Special
Servicer has been elected as Operating Adviser or no Operating Adviser has been
elected, (i) the Special Servicer shall not be required to deliver notices or
information to, or obtain the consent or approval of, the Operating Adviser and
(ii) to the extent any Person other than the Special Servicer is otherwise
required hereunder to provide notices or information to, or obtain the consent
or approval of, the Operating Adviser, such Person shall be required to provide
such notices or information to, or obtain the consent or approval of, the
Special Servicer.

                  SECTION 9.38 LIMITATION ON LIABILITY OF OPERATING ADVISER. The
Operating Adviser shall have no liability to the Trust, the holders of the B
Notes or the Certificateholders for any action taken, or for refraining from the
taking of any action, in good faith and using reasonable business judgment
pursuant to this Agreement, or using reasonable business judgment. By its
acceptance of a Certificate, each Certificateholder (and Certificate Owner)
confirms its understanding that the Operating Adviser may take actions that
favor the interests of one or more Classes of the Certificates over other
Classes of the Certificates and that the Operating Adviser may have special
relationships and interests that conflict with those of Holders of some Classes
of the Certificates and each holder of a B Note and each Certificateholder (and
Certificate Owner) agrees to take no action against the Operating Adviser based
upon such special relationship or conflict.



                                     -213-
<PAGE>

                  SECTION 9.39 DUTIES OF OPERATING ADVISER. The Operating
Adviser may advise, and receive notice from, the Special Servicer, but is not
required to do so on any of the following actions:

                        (i) any foreclosure upon or comparable conversion (which
may include acquisition of an REO Property) of the ownership of properties
securing such of the Specially Serviced Mortgage Loans as come into and continue
in default;

                        (ii) any modification of a Money Term of a Mortgage Loan
other than a modification consisting of the extension of the original Maturity
Date of a Mortgage Loan for two years or less;

                        (iii) any proposed sale of a Defaulted Mortgage Loan
(other than upon termination of the Trust pursuant to Article X);

                        (iv) any determination to bring an REO Property into
compliance with Environmental Laws;

                        (v) any acceptance of substitute or additional
collateral for a Mortgage Loan;

                        (vi) any acceptance of a discounted payoff;

                        (vii) any waiver of a "due-on-sale" or
"due-on-encumbrance" clause;

                        (viii) any acceptance of an assumption agreement
releasing a Mortgagor from liability under a Mortgage Loan; and

                        (ix) any release of collateral for a Specially Serviced
Mortgage Loan (other than in accordance with the terms of or upon satisfaction
of, such Mortgage Loan).

                  With respect to items (vii), (viii) and (ix), the Operating
Adviser shall be subject to the same time periods for advising the Special
Servicer with respect to any such matters as are afforded to the Special
Servicer pursuant to Section 8.7, which periods shall be co-terminous with those
of Special Servicer. In addition, the Operating Adviser may direct the Trustee
to remove the Special Servicer at any time upon the appointment and acceptance
of such appointment by a successor to the Special Servicer; provided that, prior
to the effectiveness of any such appointment, the Trustee and the Paying Agent
shall have received Rating Agency Confirmation from each Rating Agency. The
Operating Adviser shall pay any costs and expenses incurred by the Trust in
connection with the removal and appointment of a Special Servicer (unless such
removal is based on any of the events or circumstances set forth in Section
9.30(b)). The Trustee shall notify the Paying Agent promptly upon its receipt of
the direction set forth above.

                  SECTION 9.40 ADDITIONAL OBLIGATIONS OF THE SPECIAL SERVICER.
With respect to the A/B Mortgage Loan designated on the Mortgage Loan Schedule
as Mortgage Loan No. 1, while such Mortgage Loan is a Specially Serviced
Mortgage Loan, the Special Servicer shall comply with the terms of the Mezzanine
Intercreditor Agreement including, without limitation,


                                     -214-
<PAGE>

giving the "Mezzanine Lender" (as defined in the Mezzanine Intercreditor
Agreement) notice of any "Mortgage Event of Default" (as defined in the
Mezzanine Intercreditor Agreement) of which the Special Servicer is aware.

                  SECTION 9.41 RIGHTS OF THE HOLDER OF THE B NOTE. With respect
to the Mortgage Loan designated as Mortgage Loan No. 1 on the Mortgage Loan
Schedule, pursuant to the related Intercreditor Agreement, either the Master
Servicer (with respect to Mortgage Loans that are not Specially Serviced
Mortgage Loans) or the Special Servicer (with respect to Specially Serviced
Mortgage Loans), as applicable, shall consult with the holder of the B Note (or
an operating advisor appointed by the holder of the B Note to act on its behalf
at the expense of the holder of the B Note) regarding its views, and shall
provide the holder of the B Note with any proposals and back-up materials that
are used by either the Master Servicer or the Special Servicer, as applicable,
in developing such proposals (as reasonably determined by either the Master
Servicer or the Special Servicer, as applicable), including but not limited to
(and only if previously obtained by either the Master Servicer or the Special
Servicer, as applicable, and not previously delivered to the holder of the B
Note) property inspection reports, credit reports, the Mortgagor financial
and/or operating statements, appraisals, engineering reports, soil reports,
environmental assessment reports, seismic reports, architect's certificates,
insurance premium receipts and insurance claim files, with respect to the
following actions at least five (5) Business Days prior to any such action being
taken (but may, in its sole discretion, reject any advice or direction of the
holder of the B Note or such operating advisor):

                  (a) any foreclosure upon or comparable conversion (which may
include acquisitions of an REO Property) of the ownership of the Mortgaged
Property;

                  (b) any modification, amendment, or waiver of a monetary term
(including the timing of payments) or any material non-monetary term of the
Mortgage Loan or the related B Note;

                  (c) any proposed sale of such Mortgage Loan if it is a
Defaulted Mortgaged Loan or REO Property (other than in connection with the
termination of the trust fund) for less than par;

                  (d) any acceptance of a discounted payoff on the related
Mortgage Loan or the related B Note;

                  (e) any determination to bring the related Mortgaged Property
or the related REO Property into compliance with applicable environmental laws
or to otherwise address hazardous materials located at the related Mortgaged
Property or the related REO Property;

                  (f) any release of collateral for the related Mortgage Loan or
B Note (other than in accordance with the terms of, or upon satisfaction of,
such Mortgage Loan and the related B Note);

                  (g) any acceptance of substitute or additional collateral for
the related Mortgage Loan and the related B Note (other than in accordance with
the terms of such Mortgage Loan the related B Note;



                                     -215-
<PAGE>

                  (h) any waiver of a "due-on-sale" or "due-on-encumbrance"
clause; and

                  (i) any acceptance of an assumption agreement releasing such
Mortgage Loan borrower from liability under such Mortgage Loan or the related B
Note.

The holder of the B Note has agreed pursuant to the related Intercreditor
Agreement that it will provide the Master Servicer (with respect to Mortgage
Loans that are not Specially Serviced Mortgage Loans) or the Special Servicer
(with respect to Specially Serviced Mortgage Loans), as applicable, with its
response within five (5) Business Days after its receipt of any such proposal
and any back-up materials and shall be deemed not to have responded if no
response is received within such five (5) Business Days.

                                    ARTICLE X

                      PURCHASE AND TERMINATION OF THE TRUST

                  SECTION 10.1 TERMINATION OF TRUST UPON REPURCHASE OR
LIQUIDATION OF ALL MORTGAGE LOANS.

                  (a) The obligations and responsibilities of the Trustee and
the Paying Agent created hereby (other than the obligation of the Paying Agent,
to make payments to the Class R-I Certificateholders, the Class R-II
Certificateholders and REMIC III Certificateholders as set forth in Section 10.2
and other than the obligations in the nature of information or tax reporting)
shall terminate on the earliest of (i) the later of (A) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust (and final
distribution to the Certificateholders) and (B) the disposition of all REO
Property (and final distribution to the Certificateholders) or (ii) the sale of
the property held by the Trust in accordance with Section 10.1(b) or (iii) the
termination of the Trust pursuant to Section 10.1(c) below; provided that in no
event shall the Trust created hereby continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late Ambassador of the United States to the Court of St. James, living on the
date hereof.

                  (b) The Master Servicer shall give the Trustee and the Paying
Agent notice of the date when the Aggregate Certificate Balance of the
Certificates, after giving effect to distributions of principal made on the next
Distribution Date, is less than or equal to one percent (1%) of the initial
Aggregate Certificate Balance of the Certificates as of the Cut-Off Date. The
Trustee shall promptly forward such notice to the Depositor, the Master
Servicer, the Special Servicer and the Holders of the Class R-I Certificates,
and the Master Servicer, the Special Servicer and the Holders of the Class R-I
Certificates, in such priority (and in the case of the Class R-I
Certificateholders, a majority of the Class R-I Certificateholders), may
purchase, in whole only, the Mortgage Loans and any other property, if any,
remaining in the Trust. If any party desires to exercise such option, it will
notify the Trustee who will notify any party with a prior right to exercise such
option. If any party that has been provided notice by the Trustee (excluding the
Depositor) notifies the Trustee within ten Business Days after receiving notice
of the proposed purchase that it wishes to purchase the assets of the Trust,
then such party (or, in the event that more than one of such parties notifies
the Trustee that it wishes to purchase the assets of the Trust, the party with
the first right to purchase the


                                     -216-
<PAGE>

assets of the Trust) may purchase the assets of the Trust in accordance with
this Agreement. Upon the Paying Agent's receipt of the Termination Price set
forth below, the Trustee shall promptly release or cause to be released to the
Master Servicer for the benefit of the Holder of the majority of the Class R-I
Certificates, the Special Servicer or the Master Servicer, as the case may be,
the Mortgage Files pertaining to the Mortgage Loans. The "Termination Price"
shall equal 100% of the aggregate Principal Balances of the Mortgage Loans
(other than Mortgage Loans as to which a Final Recovery Determination has been
made) on the day of such purchase plus accrued and unpaid interest thereon at
the applicable Mortgage Rates (or Mortgage Rates less the Master Servicing Fee
Rate if the Master Servicer is the purchaser), with respect to the Mortgage
Loans to the Due Date for each Mortgage Loan ending in the Collection Period
with respect to which such purchase occurs, plus unreimbursed Advances and
interest on such unreimbursed Advances at the Advance Rate, and the fair market
value of any other property remaining in REMIC I. The Trustee shall consult with
the Placement Agents and the Underwriters or their respective successors, as
advisers, in order for the Trustee to determine whether the fair market value of
the property constituting the Trust has been offered; provided that, if any
Placement Agent or any Underwriter or an Affiliate of the Placement Agent or the
Underwriters is exercising its right to purchase the Trust assets, the Trustee
shall consult with the Operating Adviser in order for the Trustee to determine
the fair market value, provided that the Operating Adviser is not an Affiliate
of the Class R-I Holder, the Special Servicer or the Master Servicer, or the
Trustee (the fees and expenses of which shall be paid for by buyer of the
property). As a condition to the purchase of the Trust pursuant to this Section
10.1(b), the Holder of the majority of the Class R-I Certificates, the Special
Servicer or the Master Servicer, as the case may be, must deliver to the Trustee
an Opinion of Counsel, which shall be at the expense of such Holders, the
Special Servicer or the Master Servicer, as the case may be, stating that such
termination will be a "qualified liquidation" under section 860F(a)(4) of the
Code. Such purchase shall be made in accordance with Section 10.3.

                  (c) If at any time the Holders of the Class R-I Certificates
own 100% of the REMIC III Certificates such Holders may terminate REMIC I (which
will in turn result in the termination of REMIC II and REMIC III) upon (i) the
delivery to the Trustee and the Depositor of an Opinion of Counsel (which
opinion shall be at the expense of such Holders) stating that such termination
will be a "qualified liquidation" of each REMIC under Section 860F of the Code,
and (ii) the payment of any and all costs associated with such termination. Such
termination shall be made in accordance with Section 10.3.

                  (d) Upon the termination of the Trust, any funds or other
property held by the grantor trust shall be distributed to the Class N
Certificateholders, on a pro rata basis, whether or not the Certificate Balance
thereof has been reduced to zero.

                  SECTION 10.2 PROCEDURE UPON TERMINATION OF TRUST.

                  (a) Notice of any termination pursuant to the provisions of
Section 10.1, specifying the Distribution Date upon which the final distribution
shall be made, shall be given promptly by the Trustee by first class mail to the
Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III
Certificateholders mailed no later than ten days prior to the date of such
termination. Such notice shall specify (A) the Distribution Date upon which
final distribution on the Class R-I, Class R-II and REMIC III Certificates will
be made, and upon


                                     -217-
<PAGE>

presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Class R-I, Class R-II and REMIC III
Certificates at the office or agency of the Certificate Registrar therein
specified. The Trustee shall give such notice to the Depositor and the
Certificate Registrar at the time such notice is given to Holders of the Class
R-I, Class R-II and REMIC III Certificates. Upon any such termination, the
duties of the Certificate Registrar with respect to the Class R-I, Class R-II
and REMIC III Certificates shall terminate and the Trustee shall terminate, or
request the Master Servicer and the Paying Agent to terminate, the Certificate
Account and the Distribution Account and any other account or fund maintained
with respect to the Certificates, subject to the Paying Agent's obligation
hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III
Certificateholders in trust without interest pending such payment.

                  (b) In the event that all of the Holders do not surrender
their certificates evidencing the Class R-I, Class R-II and REMIC III
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Certificate Registrar shall give a
second written notice to the remaining Class R-I, Class R-II and REMIC III
Certificateholders to surrender their certificates evidencing the Class R-I,
Class R-II and REMIC III Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice
any Class R-I, Class R-II and REMIC III Certificates shall not have been
surrendered for cancellation, the Certificate Registrar may take appropriate
steps to contact the remaining Class R-I, Class R-II and REMIC III
Certificateholders concerning surrender of such certificates, and the cost
thereof shall be paid out of the amounts distributable to such Holders. If
within two years after the second notice any such Class R-I, Class R-II and
REMIC III Certificates shall not have been surrendered for cancellation, the
Paying Agent shall, subject to applicable state law relating to escheatment,
hold all amounts distributable to such Holders for the benefit of such Holders.
No interest shall accrue on any amount held by the Trustee and not distributed
to a Class R-I, Class R-II and REMIC III Certificateholders due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section. Any money held by
the Paying Agent pending distribution under this Section 10.2 after 90 days
after the adoption of a plan of complete liquidation shall be deemed for tax
purposes to have been distributed from the REMIC Pools and shall be beneficially
owned by the related Holder.

                  SECTION 10.3 ADDITIONAL TRUST TERMINATION REQUIREMENTS.

                  (a) The Trust and each REMIC shall be terminated in accordance
with the following additional requirements, unless at the request of the Master
Servicer or the Class R-I Certificateholders, as the case may be, the Trustee
seeks, and the Paying Agent subsequently receives an Opinion of Counsel (at the
expense of the Master Servicer or the Class R-I Certificateholders, as the case
may be), addressed to the Depositor, the Trustee and the Paying Agent to the
effect that the failure of the Trust to comply with the requirements of this
Section 10.3 will not (i) result in the imposition of taxes on "prohibited
transactions" on any REMIC Pool under the REMIC Provisions or (ii) cause any
REMIC Pool to fail to qualify as a REMIC at any time that any Certificates are
outstanding:



                                     -218-
<PAGE>

                        (i) Within 89 days prior to the time of the making of
the final payment on the REMIC III Certificates the Master Servicer shall
prepare and the Trustee (on behalf of the REMIC I, REMIC II or REMIC III) shall
adopt a plan of complete liquidation of the REMIC I Pool, meeting the
requirements of a qualified liquidation under the REMIC Provisions, which plan
need not be in any special form and the date of which, in general, shall be the
date of the notice specified in Section 10.2(a) and shall be specified in a
statement attached to the federal income tax return of each REMIC Pool;

                        (ii) At or after the date of adoption of such a plan of
complete liquidation and at or prior to the time of making of the final payment
on the REMIC III Certificates, the Trustee shall sell all of the assets of the
Trust for cash at the Termination Price; provided that if the Holders of the
Class R-I Certificates are purchasing the assets of the Trust, the amount to be
paid by such Holders may be paid net of the amount to be paid to such Holders as
final distributions on any Certificates held by such Holders;

                        (iii) At the time of the making of the final payment on
the Certificates, the Paying Agent shall distribute or credit, or cause to be
distributed or credited, (A) to the Holders of the Class R-I Certificates all
assets of REMIC I remaining after such final payment of the REMIC I Regular
Interests, (B) to the Holders of the Class R-II Certificates all remaining
assets of REMIC II after such final payment of the REMIC II Regular Interests
and (C) to the Holders of the Class R-III Certificates all remaining assets of
REMIC III (in each case other than cash retained to meet claims), and the Trust
shall terminate at that time; and

                        (iv) In no event may the final payment on the REMIC I
Regular Interests, REMIC II Regular Interests or REMIC Regular Certificates or
the final distribution or credit to the Holders of the Residual Certificates,
respectively, be made after the 89th day from the date on which the plan of
complete liquidation is adopted.

                  (b) By their acceptance of the Class R-I, Class R-II or R-III
Certificates, respectively, the Holders thereof hereby (i) authorize the Trustee
to take such action as may be necessary to adopt a plan of complete liquidation
of the REMIC Pool and (ii) agree to take such other action as may be necessary
to adopt a plan of complete liquidation of the Trust upon the written request of
the Depositor, which authorization shall be binding upon all successor Class
R-I, Class R-II and Class R-III Certificateholders, respectively.

                                   ARTICLE XI

                          RIGHTS OF CERTIFICATEHOLDERS

                  The provisions of this Article XI shall apply to each of the
REMIC I Regular Interests, REMIC II Regular Interests, REMIC Regular
Certificateholders and Residual Certificateholders to the extent appropriate.

                  SECTION 11.1 LIMITATION ON RIGHTS OF HOLDERS.

                  (a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust, nor entitle such
Certificateholder's legal representatives


                                     -219-
<PAGE>

or heirs to claim an accounting or take any action or proceeding in any court
for a partition or winding up of the Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

                  (b) Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder, shall
have any right to vote or in any manner otherwise control the Master Servicer or
operation and management of the Trust, or the obligations of the parties hereto,
nor shall anything herein set forth, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association, nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

                  (c) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement unless the
Holders of Certificates evidencing not less than 50% of the Aggregate Principal
Amount of the Certificates then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the cost, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for sixty days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and no direction inconsistent
with such written request has been given the Trustee during such sixty-day
period by such Certificateholders; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

                  SECTION 11.2 ACCESS TO LIST OF HOLDERS.

                  (a) If the Paying Agent is not acting as Certificate
Registrar, the Certificate Registrar will furnish or cause to be furnished to
the Trustee and the Paying Agent, within fifteen days after receipt by the
Certificate Registrar of a request by the Trustee or the Paying Agent, as the
case may be, in writing, a list, in such form as the Trustee or the Paying
Agent, as the case may be, may reasonably require, of the names and addresses of
the Certificateholders of each Class as of the most recent Record Date.

                  (b) If the Depositor, the Operating Adviser, the Special
Servicer, the Master Servicer, the Trustee or three or more Holders (hereinafter
referred to as "applicants," with a single Person which (together with its
Affiliates) is the Holder of more than one Class of Certificates being viewed as
a single "applicant" for these purposes) apply in writing to the


                                     -220-
<PAGE>

Paying Agent and such application states that the applicants desire to
communicate with other Holders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication
which such applicants propose to transmit, then the Paying Agent shall, within
five Business Days after the receipt of such application, send, at such Person's
expense, the written communication proffered by the applicants to all
Certificateholders at their addresses as they appear in the Certificate
Register.

                  (c) Every Holder, by receiving and holding a Certificate,
agrees with the Depositor, the Certificate Registrar, the Paying Agent, the
Master Servicer and the Trustee that neither the Depositor, the Certificate
Registrar, the Paying Agent, the Master Servicer nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

                  SECTION 11.3 ACTS OF HOLDERS OF CERTIFICATES.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Depositor and
the Paying Agent. Such instrument or instruments (as the action embodies therein
and evidenced thereby) are herein sometimes referred to as an "Act" of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Depositor and the Paying Agent, if made in the manner provided in this Section.
The Trustee agrees to promptly notify the Depositor of any such instrument or
instruments received by it, and to promptly forward copies of the same.

                  (b) The fact and date of the execution by any Person of any
such instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments or deeds, certifying that the individual signing
such instrument or writing acknowledged to such notary public or other officer
the execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership, such
certificate or affidavit shall also constitute sufficient proof of such
officer's or member's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the individual executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

                  (c) The ownership of Certificates (notwithstanding any
notation of ownership or other writing thereon made by anyone other than the
Trustee) shall be proved by the Certificate Register, and neither the Trustee
nor the Depositor nor the Paying Agent shall be affected by any notice to the
contrary.

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Certificate shall bind
every future Holder of the same


                                     -221-
<PAGE>

Certificate and the Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee, the Paying Agent
or the Depositor in reliance thereon, whether or not notation of such action is
made upon such Certificate.

                                   ARTICLE XII

                              REMIC ADMINISTRATION

                  The provisions of this Article XII shall apply to each REMIC
Pool.

                  SECTION 12.1 REMIC ADMINISTRATION.

                  (a) An election will be made by the Paying Agent on behalf of
the Trustee to treat the segregated pool of assets consisting of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and the Distribution Account, the Insurance Policies and any REO
Properties as a REMIC under the Code, other than any portion of the foregoing
amounts allocable to a B Note. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC I Interests are issued. For purposes of such election, the REMIC I Regular
Interests shall each be designated as a separate class of "regular interests" in
REMIC I and the Class R-I Certificates shall be designated as the sole class of
"residual interests" in REMIC I. The Trustee and the Paying Agent shall not
permit the creation of any "interests" (within the meaning of Section 860G of
the Code) in any of the REMICs other than the REMIC I Regular Interests, the
REMIC II Regular Interests, the REMIC Regular Certificates and the Residual
Certificates.

                  An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
under the Code. Such election will be made on Form 1066 or other appropriate
federal tax or information return or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the REMIC II
Interest is issued. For the purposes of such election, the REMIC II Regular
Interests shall be designated as the "regular interests" in REMIC II and the
Class R-II Certificates shall be designated as the sole class of the "residual
interests" in REMIC II.

                  An election will be made by the Paying Agent to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC under the Code. Such election will be made on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
REMIC III Certificates are issued. For purposes of such election, the Class A-1,
Class A-2, Class X-1, Class X-2, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M and Class N Certificates
shall be designated as the "regular interests" in REMIC III and the Class R-III
Certificates shall be designated as the sole class of "residual interests" in
REMIC III.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of each REMIC Pool within the meaning of Section 860G(a)(9) of the Code.

                                     -222-
<PAGE>

                  The assets of the Trust consisting of the right to any Excess
Interest in respect of the ARD Loans and the Excess Interest Sub-account shall
be held by the Trustee for the benefit of the Holders of the Class N Grantor
Trust Interest represented by the Class N Certificates, which Class N
Certificates, in the aggregate, will evidence 100% beneficial ownership of such
assets (the "grantor trust assets") from and after the Closing Date. It is
intended that the portion of the Trust consisting of the grantor trust assets
will be treated as a grantor trust for federal income tax purposes, and each of
the parties to this Agreement agrees that it will not take any action that is
inconsistent with establishing or maintaining such treatment. The Trustee shall
be deemed to hold and shall account for the grantor trust assets separate and
apart from the assets of REMIC I, REMIC II and REMIC III.

                  (c) The Paying Agent shall pay all routine tax related
expenses (not including any taxes, however denominated, including any additions
to tax, penalties and interest) of each REMIC Pool, excluding any professional
fees or extraordinary expenses related to audits or any administrative or
judicial proceedings with respect to each REMIC Pool that involve the Internal
Revenue Service or state tax authorities.

                  (d) The Paying Agent shall cause to be prepared, signed, and
timely filed with the Internal Revenue Service, on behalf of each REMIC Pool, an
application for a taxpayer identification number for such REMIC Pool on Internal
Revenue Service Form SS-4. The Paying Agent, upon receipt from the Internal
Revenue Service of the Notice of Taxpayer Identification Number Assigned, shall
promptly forward a copy of such notice to the Depositor and the Master Servicer.
The Paying Agent shall prepare and file Form 8811 on behalf of each REMIC Pool
and shall designate an appropriate Person to respond to inquiries by or on
behalf of Certificateholders for original issue discount and related information
in accordance with applicable provisions of the Code.

                  (e) The Paying Agent shall prepare and file all of each REMIC
Pool's federal and state income or franchise tax and information returns as such
REMIC Pool direct representative; the expenses of preparing and filing such
returns shall be borne by the Paying Agent, except that if additional state tax
returns are required to be filed in more than three states, the Paying Agent
shall be entitled, with respect to any such additional filings, to (i) be paid a
reasonable fee and (ii) receive its reasonable costs and expenses, both as
amounts reimbursable pursuant to Section 5.2(a)(vi) hereof. The Depositor, the
Master Servicer and the Special Servicer shall provide on a timely basis to the
Paying Agent or its designee such information with respect to the Trust or any
REMIC Pool as is in its possession, which the Depositor or the Master Servicer
and the Special Servicer has received or prepared by virtue of its role as
Depositor or Master Servicer and the Special Servicer hereunder and reasonably
requested by the Paying Agent to enable it to perform its obligations under this
subsection, and the Paying Agent shall be entitled to conclusively rely on such
information in the performance of its obligations hereunder. The Depositor shall
indemnify the Trust, the Trustee, the Paying Agent and the Fiscal Agent for any
liability or assessment against any of them or cost or expense (including
attorneys' fees) incurred by them resulting from any error resulting from bad
faith, negligence, or willful malfeasance of the Depositor in providing any
information for which the Depositor is responsible for preparing. The Master
Servicer and the Special Servicer shall indemnify the Trustee, the Fiscal Agent,
the Paying Agent and the Depositor for any liability or assessment against the
Trustee, the Fiscal Agent, the Depositor, the Paying Agent or any REMIC Pool and



                                     -223-
<PAGE>

any expenses incurred in connection with such liability or assessment (including
attorneys' fees) resulting from any error in any of such tax or information
returns resulting from errors in the information provided by the Master Servicer
or the Special Servicer, as the case may, be or caused by the negligence,
willful misconduct or bad faith of the Master Servicer or the Special Servicer,
as the case may be. The Paying Agent shall indemnify the Master Servicer, the
Depositor or any REMIC Pool for any expense incurred by the Master Servicer, the
Depositor and any REMIC Pool resulting from any error in any of such tax or
information returns resulting from errors in the preparation of such returns
caused by the negligence, willful misconduct or bad faith of the Paying Agent.
Each indemnified party shall immediately notify the indemnifying party or
parties of the existence of a claim for indemnification under this Section
12.1(e), and provide the indemnifying party or parties, at the expense of such
indemnifying party or parties, an opportunity to contest the tax or assessment
or expense giving rise to such claim, provided that the failure to give such
notification rights shall not affect the indemnification rights in favor of any
REMIC Pool under this Section 12.1(e). Any such indemnification shall survive
the resignation or termination of the Master Servicer, the Paying Agent or the
Special Servicer, or the termination of this Agreement.

                  (f) The Paying Agent shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC Pool under the Code, REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, the Paying Agent shall provide (i) to the Internal Revenue
Service or other Persons (including, but not limited to, the Transferor of a
Residual Certificate, to a Disqualified Organization or to an agent that has
acquired a Residual Certificate on behalf of a Disqualified Organization) such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any Disqualified Organization and (ii) to
the Certificateholders such information or reports as are required by the Code
or REMIC Provisions.

                  (g) The Paying Agent shall forward to the Depositor copies of
quarterly and annual REMIC tax returns and Internal Revenue Service Form 1099
information returns and such other information within the control of the Paying
Agent as the Depositor may reasonably request in writing. Moreover, the Paying
Agent shall forward to each Certificateholder such forms and furnish such
information within its control as are required by the Code to be furnished to
them, shall prepare and file with the appropriate state authorities as may to
the actual knowledge of a Responsible Officer of the Paying Agent be required by
applicable law and shall prepare and disseminate to Certificateholders Internal
Revenue Service Forms 1099 (or otherwise furnish information within the control
of the Paying Agent) to the extent required by applicable law. The Paying Agent
will make available to any Certificateholder any tax related information
required to be made available to Certificateholders pursuant to the Code and any
regulations thereunder.

                  (h) The Holder of more than 50% of the Percentage Interests in
Class R-I, Class R-II and Class R-III Certificates, respectively (or of the
greatest percentage of such Class R-I, Class R-II and Class R-III Certificates
if no Holder holds more than 50% thereof), shall be the applicable REMIC's Tax
Matters Person. The duties of the Tax Matters Person for each of the REMIC Pools
are hereby delegated to the Paying Agent and each Residual Certificateholder, by
acceptance of its Residual Certificate, agrees, on behalf of itself and all
successor holders of


                                     -224-
<PAGE>

such Residual Certificate, to such delegation to the Paying Agent as their agent
and attorney in fact. If the Code or applicable regulations prohibits the Paying
Agent from signing any applicable Internal Revenue Service, court or other
administrative documents or from acting as Tax Matters Person (as an agent or
otherwise), the Paying Agent shall take whatever action is necessary for the
signing of such documents and designation of a Tax Matters Person, including the
designation of such Residual Certificateholder. The Paying Agent shall not be
required to expend or risk its own funds or otherwise incur any other financial
liability in the performance of its duties hereunder or in the exercise of any
of its rights or powers (except to the extent of the ordinary expenses of
performing its duties under this Agreement), if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such
risk or liability is not reasonably assured to it.

                  (i) The Trustee, the Paying Agent, the Holders of the Residual
Certificates, the Master Servicer and the Special Servicer shall each exercise
reasonable care, to the extent within its control, and with respect to each of
the Trustee, Paying Agent, the Master Servicer and the Special Servicer, within
the scope of its express duties, and shall each act in accordance with this
Agreement and the REMIC Provisions in order to create and maintain the status of
each REMIC Pool as a REMIC or, as appropriate, adopt a plan of complete
liquidation.

                  (j) The Trustee, the Paying Agent, the Master Servicer, the
Special Servicer, the Fiscal Agent and the Holders of Residual Certificates
shall not take any action or fail to take any action or cause any REMIC Pool to
take any action or fail to take any action if any of such persons knows or
could, upon the exercise of reasonable diligence, know, that, under the REMIC
Provisions such action or failure, as the case may be, could (i) endanger the
status of any REMIC Pool as a REMIC or (ii) result in the imposition of a tax
upon any REMIC Pool (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2)) unless the Trustee and the
Paying Agent have received an Opinion of Counsel (at the expense of the party
seeking to take such action) to the effect that the contemplated action will not
endanger such status or result in the imposition of such a tax. Any action
required under this section which would result in an unusual or unexpected
expense shall be undertaken at the expense of the party seeking the Trustee, the
Paying Agent or the Holders of the Residual Certificates to undertake such
action.

                  (k) In the event that any tax is imposed on REMIC I, REMIC II
or REMIC III, including, without limitation, "prohibited transactions" taxes as
defined in Section 860F(a)(2) of the Code, any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, any taxes on
contributions to REMIC I, REMIC II or REMIC III after the Startup Day pursuant
to Section 860G(d) of the Code, and any other tax imposed by the Code or any
applicable provisions of state or local tax laws (other than any tax permitted
to be incurred by the Special Servicer pursuant to Section 9.14(e)), such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Paying Agent, if such tax arises out of or results from a breach of any of
its obligations under this Agreement; (ii) the Special Servicer, if such tax
arises out of or results from a breach by the Special Servicer of any of its
obligations under this Agreement; (iii) the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement; (iv) the Fiscal Agent, if such tax arises out of or
results from a breach by the Fiscal Agent of any of its obligations under this
Agreement; and (v)


                                     -225-
<PAGE>

the Trust in all other instances. Any tax permitted to be incurred by the
Special Servicer pursuant to Section 9.14(e) shall be charged to and paid by the
Trust from the net income generated on the related REO Property. Any such
amounts payable by the Trust in respect of taxes shall be paid by the Paying
Agent out of amounts on deposit in the Distribution Account.

                  (l) The Paying Agent and, to the extent that records are
maintained by the Master Servicer or the Special Servicer in the normal course
of its business, the Master Servicer and the Special Servicer shall, for federal
income tax purposes, maintain books and records with respect to each REMIC Pool
on a calendar year and on an accrual basis. Notwithstanding anything to the
contrary contained herein, except to the extent provided otherwise in the
Mortgage Loans or in the Mortgages, all amounts collected on the Mortgage Loans
shall, for federal income tax purposes, be allocated first to interest due and
payable on the Mortgage Loans (including interest on overdue interest, other
than additional interest at a penalty rate payable following a default). The
books and records must be sufficient concerning the nature and amount of each
REMIC Pool's investments to show that such REMIC Pool has complied with the
REMIC Provisions.

                  (m) Neither the Trustee, the Paying Agent, the Master Servicer
nor the Special Servicer shall enter into any arrangement by which any REMIC
Pool will receive a fee or other compensation for services.

                  (n) In order to enable the Paying Agent to perform its duties
as set forth herein, the Depositor shall provide, or cause to be provided, to
the Paying Agent within ten (10) days after the Closing Date all information or
data that the Paying Agent reasonably determines to be relevant for tax purposes
on the valuations and offering prices of the Certificates, including, without
limitation, the yield, prepayment assumption, issue prices and projected cash
flows of the Certificates, as applicable, and the projected cash flows of the
Mortgage Loans. Thereafter, the Depositor shall provide to the Paying Agent or
its designee, promptly upon request therefor, any such additional information or
data within the Depositor's possession or knowledge that the Paying Agent may,
from time to time, reasonably request in order to enable the Paying Agent to
perform its duties as set forth herein. The Paying Agent is hereby directed to
use any and all such information or data provided by the Depositor in the
preparation of all federal and state income or franchise tax and information
returns and reports for each REMIC Pool to Certificateholders as required
herein. The Depositor hereby indemnifies the Trustee, the Paying Agent, the
Fiscal Agent, and each REMIC Pool for any losses, liabilities, damages, claims,
expenses (including attorneys' fees) or assessments against the Trustee, the
Paying Agent, the Fiscal Agent and each REMIC Pool arising from any errors or
miscalculations of the Paying Agent pursuant to this Section that result from
any failure of the Depositor to provide, or to cause to be provided, accurate
information or data to the Paying Agent (but not resulting from the methodology
employed by the Paying Agent) on a timely basis and such indemnification shall
survive the termination of this Agreement and the termination or resignation of
the Paying Agent and the Fiscal Agent.

                  The Paying Agent agrees that all such information or data so
obtained by it are to be regarded as confidential information and agrees that it
shall use its best reasonable efforts to retain in confidence, and shall ensure
that its officers, employees and representatives retain in confidence, and shall
not disclose, without the prior written consent of the Depositor, any or all


                                     -226-
<PAGE>

of such information or data, or make any use whatsoever (other than for the
purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally
available to the public (other than as a result of a breach of this Section
12.1(n)) or is required by law or applicable regulations to be disclosed or is
disclosed (i) to independent auditors and accountants, counsel and other
professional advisers of the Paying Agent and its parent, or (ii) in connection
with its rights and obligations under this Agreement.

                  (o) At all times as may be required by the Code, the Master
Servicer will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of REMIC
I as "qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

                  (p) For the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" for each Class of
Certificates representing a regular interest in REMIC III, for each Class of
REMIC I Regular Interests and for each Class of REMIC II Regular Interests is
the Final Rated Distribution Date.

                  SECTION 12.2 PROHIBITED TRANSACTIONS AND ACTIVITIES. Neither
the Trustee, the Paying Agent, the Master Servicer nor the Special Servicer
shall permit the sale, disposition or substitution of any of the Mortgage Loans
(except in a disposition pursuant to (i) the foreclosure or default of a
Mortgage Loan, (ii) the bankruptcy or insolvency of any REMIC Pool, (iii) the
termination of any REMIC Pool in a "qualified liquidation" as defined in Section
860F(a)(4) of the Code, or (iv) a substitution pursuant to Article II hereof),
nor acquire any assets for the Trust, except as provided in Article II hereof,
nor sell or dispose of any investments in the Certificate Account or
Distribution Account for gain, nor accept any contributions to any REMIC Pool
(other than a cash contribution during the 3-month period beginning on the
Startup Day), unless it has received an Opinion of Counsel (at the expense of
the Person requesting such action) to the effect that such disposition,
acquisition, substitution, or acceptance will not (A) affect adversely the
status of any REMIC Pool as a REMIC or of the REMIC Certificates, other than the
Residual Certificates, as the regular interests therein, (B) affect the
distribution of interest or principal on the Certificates, (C) result in the
encumbrance of the assets transferred or assigned to any REMIC Pool (except
pursuant to the provisions of this Agreement) or (D) cause any REMIC Pool to be
subject to a tax on "prohibited transactions" or "prohibited contributions" or
other tax pursuant to the REMIC Provisions.

                  SECTION 12.3 MODIFICATIONS OF MORTGAGE LOANS. Notwithstanding
anything to the contrary in this Agreement, neither the Trustee, the Paying
Agent, the Master Servicer nor the Special Servicer shall permit any
modification of a Money Term of a Mortgage Loan or a Specially Serviced Mortgage
Loan unless (i) the Trustee, the Special Servicer, Paying Agent and the Master
Servicer have received a Nondisqualification Opinion or a ruling from the
Internal Revenue Service (at the expense of the party making the request that
the Master Servicer or the Special Servicer modify the Mortgage Loan or a
Specially Serviced Mortgage Loan) to the effect that such modification would not
be treated as an exchange pursuant to Section 1001 of the Code (or, if it would
be so treated, would not be treated as a "significant modification" for purposes
of


                                     -227-
<PAGE>

Treas. Reg. Sec. 1.860G-2(B) of the Code) or (ii) such modification meets the
requirements set forth in Sections 8.18 or 9.5.

                  SECTION 12.4 LIABILITY WITH RESPECT TO CERTAIN TAXES AND LOSS
OF REMIC STATUS. In the event that any REMIC Pool fails to qualify as a REMIC,
loses its status as a REMIC, or incurs state or local taxes, or tax as a result
of a prohibited transaction or prohibited contribution subject to taxation under
the REMIC Provisions due to the negligent performance by either the Trustee or
the Paying Agent of its respective duties and obligations set forth herein, the
Trustee or the Paying Agent, as the case may be, shall be liable to the REMIC
Pools and the Holders of the Residual Certificates for any and all losses,
claims, damages, liabilities or expenses ("Losses") resulting from such
negligence and relating to the Residual Certificates; provided, however, that
the Trustee, or the Paying Agent, as applicable, shall not be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Special Servicer, the Trustee (with respect to the Paying Agent), the Paying
Agent (with respect to the Trustee), the Depositor or the Holders of such
Residual Certificates nor for any such Losses resulting from any actions or
failure to act based upon reliance on an Opinion of Counsel or from
misinformation provided by the Master Servicer, the Special Servicer, the
Trustee (with respect to the Paying Agent), the Paying Agent (with respect to
the Trustee), the Depositor or such Holders of the Residual Certificates on
which the Trustee or the Paying Agent, as the case may be, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holders of the Residual Certificates now or hereafter existing at law or in
equity. The Trustee or the Paying Agent shall be entitled to intervene in any
litigation in connection with the foregoing and to maintain control over its
defense.

                  SECTION 12.5 GRANTOR TRUST REPORTING. The parties intend that
the portions of the Trust consisting of Excess Interest and the Excess Interest
Sub-account shall constitute, and that the affairs of the Trust (exclusive of
the REMIC Pools) shall be conducted so as to qualify such portions as, a
"grantor trust" under the Code, and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the Paying
Agent shall furnish or cause to be furnished to the Class N Certificateholders
and shall file, or cause to be filed with the Internal Revenue Service, together
with Form 1041 or such other form as may be applicable, information returns with
respect to income relating to their share of Excess Interest and, at the time or
times and in the manner required by the Code.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

                  SECTION 13.1 BINDING NATURE OF AGREEMENT. This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

                  SECTION 13.2 ENTIRE AGREEMENT. This Agreement contains the
entire agreement and understanding between the parties hereto with respect to
the subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or implied, oral
or written, of any nature whatsoever with respect to the


                                     -228-
<PAGE>

subject matter hereof. The express terms hereof control and supersede any course
of performance or usage of the trade inconsistent with any of the terms hereof.

                  SECTION 13.3 AMENDMENT.

                  (a) This Agreement may be amended from time to time by the
parties hereto, without notice to or the consent of any of the Holders, (i) to
cure any ambiguity, (ii) to cause the provisions herein to conform to or be
consistent with or in furtherance of the statements made with respect to the
Certificates, the Trust or this Agreement in the Private Placement Memorandum,
the Preliminary Prospectus Supplement, the Final Prospectus Supplement or the
Prospectus, or to correct or supplement any provision herein which may be
inconsistent with any other provisions herein, (iii) to amend any provision
hereof to the extent necessary or desirable to maintain the status of each REMIC
Pool as a REMIC (or the interest represented by the Class N Grantor Trust
Interest as a grantor trust) for the purposes of federal income tax law (or
comparable provisions of state income tax law), (iv) to make any other
provisions with respect to matters or questions arising under or with respect to
this Agreement not inconsistent with the provisions hereof, (v) to modify, add
to or eliminate the provisions of Article III relating to transfers of Residual
Certificates or (vi) any other amendment which does not adversely affect in any
material respect the interests of any Certificateholder (unless such
Certificateholder consents). No such amendment effected pursuant to clause (i),
(ii) or (iv) of the preceding sentence shall (A) adversely affect in any
material respect the interests of any Holder not consenting thereto, and no
amendment shall adversely affect the status of any REMIC Pool as a REMIC (or the
interest represented by the Class N Grantor Trust Interest as a grantor trust)
without the consent of 100% of the Certificateholders or (B) adversely affect
the status of any REMIC Pool as a REMIC (or the interest represented by the
Class N Grantor Trust Interest as a grantor trust). Prior to entering into any
amendment without the consent of Holders pursuant to this paragraph, the Trustee
may require an Opinion of Counsel and a Nondisqualification Opinion (in the case
of clauses (i), (ii) and (iii), at the expense of the Depositor, and otherwise
at the expense of the party requesting such amendment, except that if the
Trustee requests such amendment, such amendment shall be at the expense of the
Depositor, if the Depositor consents), to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material economic respect any Holder if the Trustee
receives a Rating Agency Confirmation from each Rating Agency (and any Opinion
of Counsel requested by the Trustee in connection with any such amendment may
rely expressly on such confirmation as the basis therefor).

                  (b) This Agreement may also be amended from time to time by
the agreement of the parties hereto (without the consent of the
Certificateholders) and with the written confirmation of the Rating Agencies
that such amendment would not cause the ratings on any Class of Certificates to
be qualified, withdrawn or downgraded; provided, however, that such amendment
may not effect any of the items set forth in clauses (i) through (iv) of the
proviso in paragraph (c) of this Section 13.3. The Trustee may request, at its
option, to receive a Nondisqualification Opinion and an Opinion of Counsel that
any amendment pursuant to this Section 13.3(b) is permitted by this Agreement at
the expense of the party requesting the amendment.



                                     -229-
<PAGE>

                  (c) This Agreement may also be amended from time to time by
the parties with the consent of the Holders of not less than 51% of the
Aggregate Certificate Balance of the Certificates then outstanding, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Holders; provided that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of the distributions required to be made on any
Certificate without the consent of the Holder of such Certificate, (ii) reduce
the aforesaid percentages of Aggregate Certificate Percentage or Certificate
Balance, the Holders of which are required to consent to any such amendment
without the consent of all the Holders of each Class of Certificates affected
thereby, (iii) no such amendment shall eliminate the Master Servicer's, the
Special Servicer's, the Trustee's or the Fiscal Agent's obligation to Advance or
alter the Servicing Standard except as may be necessary or desirable to comply
with the REMIC Provisions or (iv) adversely affect the status of any REMIC Pool
as a REMIC for federal income tax purposes (as evidenced by a
Nondisqualification Opinion) or the interest represented by the Class N Grantor
Trust Interest as a grantor trust, without the consent of 100% of the
Certificateholders (including the Class R-I, Class R-II and Class R-III
Certificateholders); provided that no such amendment may modify Section 8.18 of
this Agreement without Rating Agency Confirmation. The Trustee may request, at
its option, to receive a Nondisqualification Opinion and an Opinion of Counsel
that any amendment pursuant to this Section 13.3(c) is permitted by this
Agreement at the expense of the party requesting the amendment.

                  (d) The costs and expenses associated with any such amendment
shall be borne by the Depositor in the case the Trustee is the party requesting
such amendment or if pursuant to clauses (i), (ii) and (iii) of Section 13.3(a).
In all other cases, the costs and expenses shall be borne by the party
requesting the amendment.

                  (e) Promptly after the execution of any such amendment, the
Trustee shall furnish written notification of the substance of such amendment to
each Holder, the Depositor and to the Rating Agencies.

                  (f) It shall not be necessary for the consent of Holders under
this Section 13.3 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be in the affirmative and in writing and
shall be subject to such reasonable regulations as the Trustee may prescribe.

                  (g) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that this Agreement may not be amended in
any manner that is reasonably likely to have an adverse effect on any Primary
Servicer without first obtaining the written consent of such Primary Servicer.

                  (h) Notwithstanding the fact that the provisions in Section
13.3(c) would otherwise apply, with respect to any amendment that significantly
modifies the permitted activities of the Trustee, any Primary Servicer, the
Master Servicer or the Special Servicer, any Certificate beneficially owned by a
Seller or any of its Affiliates shall be deemed not to be outstanding (and shall
not be considered when determining the percentage of Certificateholders
consenting or when calculating the total number of Certificates entitled to
consent) for purposes


                                     -230-
<PAGE>

of determining if the requisite consents of Certificateholders under this
Section 13.3 have been obtained.

                  (i) Notwithstanding anything to the contrary contained in this
Section 13.3, the parties hereto agree that no provisions relating to the Westin
Primary Special Servicing Fee may be amended in any manner without Babson's
consent, nor may the Westin River Subservicing Agreement be amended in any
manner regarding Babson's obligations with respect to a Specially Serviced
Mortgage Loan without the Special Servicer's consent.

                  SECTION 13.4 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
BY AND 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 WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED
IN NEW YORK.

                  SECTION 13.5 NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
received by (A) in the case of the Depositor, Bear Stearns Commercial Mortgage
Securities Inc., 245 Park Avenue, New York, New York 10167, Attention: J.
Christopher Hoeffel; (B) in the case of the Trustee and the Fiscal Agent at the
Corporate Trust Office; (C) in the case of the Master Servicer, Wells Fargo
Bank, National Association, 45 Fremont Street, 2nd Floor, San Francisco,
California 94105, Attention: Commercial Mortgage Servicing, with a copy to
Robert F. Darling, Esq., Wells Fargo Bank, National Association, 633 Folsom
Street, 7th Floor, San Francisco, California 94111; (D) in the case of the
Special Servicer, GMAC Commercial Mortgage Corporation, 550 California Street,
12th Floor, San Francisco, California 94104, Attention: Henry Bieber (with a
copy to General Counsel at such address); (E) in the case of Principal,
Principal Capital Management, LLC, 801 Grand Avenue, Des Moines Iowa 50392,
Attention: Patrick Halter, with a copy to Karen Pearston, Esq.; (F) in the case
of JHREF, John Hancock Real Estate Finance, Inc., 200 Clarendon Street, Boston,
Massachusetts 02117, Attention: Barry Nectow, Senior Vice President, with copies
to the attention of Michael M. Epstein, Esq. and Nathaniel I. Margolis, Esq.;
(G) in the case of BSF, Bear, Stearns Funding, Inc., 245 Park Avenue, New York,
New York 10167, Attention: J. Christopher Hoeffel, Senior Managing Director,
Commercial Mortgage Department, with copies to the attention of Joseph T.
Jurkowski, Jr., Managing Director, Legal Department (H) in the case of MSDWMC,
Morgan Stanley Dean Witter Mortgage Capital Inc., 1585 Broadway, New York, New
York 10036, Attention: Russell Rahbany, with a copy to: Morgan Stanley Dean
Witter Capital I Inc., 1585 Broadway, New York, New York 10036, Attention:
General Counsel, (I) in the case of the Operating Adviser, GMAC Commercial
Mortgage Corporation, Attention: Shari Figi, 550 California Street, 12th Floor,
San Francisco, California, 94104, (J) in the case of the Paying Agent, Wells
Fargo Bank Minnesota, National Association, 11000 Broken Land Parkway, Columbia,
Maryland 21044-3562, Attention: Corporate Trust Services (CMBS) Bear Stearns
Commercial Mortgage Securities Inc., Series 2001-TOP2; (K) in the case of the
initial holder of Mortgage Loan No. 1, Massachusetts Mutual Life Insurance
Company, c/o David L. Babson & Company Inc., 1295 State Street, Springfield,
Massachusetts 0111, Attention: Real Estate Finance Group - Capital Markets
Section, or (L) in the case of the initial holder of Mortgage Loan No. 41,
Mezzobridge Funding L.L.C., c/o Arbor National Commercial Mortgage, L.L.C., 333
Earle Ovington


                                     -231-
<PAGE>

Boulevard, Uniondale, New York 11553, Attention: John Natalone or as to each
party such other address as may hereafter be furnished by such party to the
other parties in writing. Any notice required or permitted to be mailed to a
Holder shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed within
the time prescribed in this Agreement shall be conclusively presumed to have
been duly given, whether or not the Holder receives such notice.

                  SECTION 13.6 SEVERABILITY OF PROVISIONS. If any one or more of
the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

                  SECTION 13.7 INDULGENCES; NO WAIVERS. Neither the failure nor
any delay on the part of a party to exercise any right, remedy, power or
privilege under this Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy, power
or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such
waiver.

                  SECTION 13.8 HEADINGS NOT TO AFFECT INTERPRETATION. The
headings contained in this Agreement are for convenience of reference only, and
shall not be used in the interpretation hereof.

                  SECTION 13.9 BENEFITS OF AGREEMENT. Nothing in this Agreement
or in the Certificates, express or implied, shall give to any Person, other than
the parties to this Agreement (including the Primary Servicers to the extent
applicable to such Primary Servicer) and their successors hereunder and the
Holders of the Certificates, any benefit or any legal or equitable right, power,
remedy or claim under this Agreement; provided, however, that the Mortgagors set
forth on Schedule VIII hereto are intended third-party beneficiaries of the
sixth paragraph of Section 2.3(a), and the holders of the B Notes are intended
third-party beneficiaries in respect of the rights afforded them hereunder.

                  SECTION 13.10 SPECIAL NOTICES TO THE RATING AGENCIES.

                  (a) The Trustee shall give prompt notice to the Rating
Agencies, Special Servicer and the Operating Adviser of the occurrence of any of
the following events of which it has notice:

                        (i) any amendment to this Agreement pursuant to Section
13.3 hereof;


                        (ii) the Interim Certification and the Final
Certification required pursuant to Section 2.2 hereof;



                                     -232-
<PAGE>

                        (iii) notice of the repurchase of any Mortgage Loan
pursuant to Section 2.3(a) hereof;

                        (iv) any resignation of the Master Servicer, Special
Servicer, the Paying Agent, the Operating Adviser or the Trustee pursuant to
this Agreement;

                        (v) the appointment of any successor to the Master
Servicer, the Fiscal Agent, the Trustee, the Paying Agent, the Operating Adviser
or the Special Servicer pursuant to Section 7.7, 7.14 or 9.37 hereof;

                        (vi) waiver of a due-on-sale clause as provided in
Section 8.7;

                        (vii) waiver of a prohibition on subordinate liens on
the Mortgaged Properties;

                        (viii) the making of a final payment pursuant to Section
10.3 hereof; and


                        (ix) a Servicing Transfer Event.

                  (b) All notices to the Rating Agencies shall be in writing and
sent by first class mail, telecopy or overnight courier, as follows:

                  If to S&P, to:

                  Standard & Poor's Ratings Services.
                  55 Water Street
                  New York, NY 10041
                  Attention: Commercial Mortgage Surveillance Manager

                  If to Fitch, to:

                  Fitch, Inc.
                  One State Street Plaza
                  New York, NY 10004
                  Attention: Commercial Mortgage Surveillance

                  If to any other Rating Agency, at such address as shall be
provided in writing to the Depositor by such Rating Agency.

                  (c) The Trustee, or in the case of clauses (i) and (ii), the
successor trustee shall give prompt notice to the Rating Agencies of the
occurrence of any of the following events:

                        (i) the resignation or removal of the Trustee pursuant
to Section 7.6; or

                        (ii) the appointment of a successor trustee pursuant to
Section 7.7; or



                                     -233-
<PAGE>

                        (iii) the appointment of a successor Operating Adviser
pursuant to Section 9.37.

                  (d) The Master Servicer shall deliver to the Rating Agencies
and the Depositor any other information as reasonably requested by the Rating
Agencies and the Depositor, and shall deliver to the Primary Servicers and the
Special Servicer each of the reports required to be delivered by the Master
Servicer to the Primary Servicers and the Special Servicer pursuant to the terms
of this Agreement. The Trustee, the Paying Agent and the Special Servicer shall
deliver to the Rating Agencies and the Depositor any information as reasonably
requested by the Rating Agencies and Depositor, as the case may be.

                  (e) Any notice or other document required to be delivered or
mailed by the Depositor, Master Servicer, Paying Agent or Trustee shall be given
by such parties, respectively, on a best efforts basis and only as a matter of
courtesy and accommodation to the Rating Agencies, unless otherwise specifically
required herein, and such parties, respectively, shall have no liability for
failure to deliver any such notice or document to the Rating Agencies.

                  SECTION 13.11 COUNTERPARTS. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to be an original, and
all of which together shall constitute one and the same instrument.

                  SECTION 13.12 INTENTION OF PARTIES. It is the express intent
of the parties hereto that the conveyance of the Mortgage Loans and related
rights and property to the Trustee, for the benefit of the Certificateholders,
by the Depositor as provided in Section 2.1 be, and be construed as, an absolute
sale of the Mortgage Loans and related property. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the Mortgage
Loans and related property by the Depositor to the Trustee to secure a debt or
other obligation of the Depositor. However, in the event that, notwithstanding
the intent of the parties, the Mortgage Loans or any related property is held to
be the property of the Depositor, or if for any other reason this Agreement is
held or deemed to create a security interest in the Mortgage Loans or any
related property, then this Agreement shall be deemed to be a security
agreement; and the conveyance provided for in Section 2.1 shall be deemed to be
a grant by the Depositor to the Trustee, for the benefit of the
Certificateholders, of a security interest in all of the Depositor's right,
title, and interest, whether now owned or hereafter acquired, in and to:

                        (i) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit and investment property consisting of,
arising from or relating to any of the property described in clauses (1)-(4)
below: (1) the Mortgage Loans, including the related Mortgage Notes, Mortgages,
security agreements, and title, hazard and other insurance policies identified
on the Mortgage Loan Schedule, including all Qualified Substitute Mortgage
Loans, all distributions with respect thereto payable on and after the Cut-Off
Date, and the Mortgage Files; (2) the Distribution Account, all REO Accounts,
and the Certificate Account, including all property therein and all income from
the investment of funds therein (including any accrued discount realized on
liquidation of any investment purchased at a discount); (3) the REMIC I Regular
Interests and the REMIC II Regular Interests; and (4) the Mortgage Loan Purchase
Agreements;



                                     -234-
<PAGE>

                        (ii) All accounts, general intangibles, chattel paper,
instruments, documents, money, deposit accounts, certificates of deposit, goods,
letters of credit, advices of credit, investment property, and other rights
arising from or by virtue of the disposition of, or collections with respect to,
or insurance proceeds payable with respect to, or claims against other Persons
with respect to, all or any part of the collateral described in clause (A) above
(including any accrued discount realized on liquidation of any investment
purchased at a discount); and

                  All cash and non-cash proceeds of the collateral described in
clauses (i) and (ii) above.

                  The possession by the Trustee of the Mortgage Notes, the
Mortgages and such other goods, letters of credit, advices of credit,
instruments, money, documents, chattel paper or certificated securities shall be
deemed to be possession by the secured party or possession by a purchaser for
purposes of perfecting the security interest pursuant to the Uniform Commercial
Code (including, without limitation, Sections 9-115 and 9-305 thereof) as in
force in the relevant jurisdiction.

                  Notifications to Persons holding such property, and
acknowledgments, receipts or confirmations from Persons holding such property,
shall be deemed to be notifications to, or acknowledgments, receipts or
confirmations from, securities intermediaries, bailees or agents of, or persons
holding for, the Trustee, as applicable, for the purpose of perfecting such
security interest under applicable law.

                  The Depositor and, at the Depositor's direction, the Master
Servicer and the Trustee, shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the property described
above, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Agreement. The Master Servicer shall file, at the
expense of the Trust as an Additional Trust Expense all filings necessary to
maintain the effectiveness of any original filings necessary under the Uniform
Commercial Code as in effect in any jurisdiction to perfect the Trustee's
security interest in such property, including without limitation (i)
continuation statements, and (ii) such other statements as may be occasioned by
any transfer of any interest of the Master Servicer or the Depositor in such
property. In connection herewith, the Trustee shall have all of the rights and
remedies of a secured party and creditor under the Uniform Commercial Code as in
force in the relevant jurisdiction.

                  SECTION 13.13 RECORDATION OF AGREEMENT. This Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere. Such recordation, if any,
shall be effected by the Master Servicer at the expense of the Trust as an
Additional Trust Expense, but only upon direction of the Depositor accompanied
by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders of the Trust.



                                     -235-
<PAGE>

                  SECTION 13.14 RATING AGENCY MONITORING FEES . The parties
hereto acknowledge that on the Closing Date the Sellers will pay the ongoing
monitoring fees of the Rating Agencies relating to the rating of the
Certificates and that no monitoring fees are payable subsequent to the Closing
Date in respect of the rating of the Certificates. The Master Servicer shall not
be required to pay any such fees or any fees charged for any Rating Agency
Confirmation (except any confirmation required under Section 8.22, Section 8.23
or in connection with a termination and replacement of the Master Servicer
following an Event of Default of the Master Servicer).

                  SECTION 13.15 ACKNOWLEDGEMENT BY PRIMARY SERVICERS. Each of
the Primary Servicers agrees, to the extent applicable to such Primary Servicer
and the Mortgage Loans serviced by such Primary Servicer, to be bound by the
terms of Sections 5.1(g), 8.3, 8.4, 8.7, 8.10, 8.18 and 8.25(d) of this
Agreement.



                                     -236-
<PAGE>

                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Paying Agent, the Certificate Registrar, the
Authenticating Agent and the Fiscal Agent have caused their names to be signed
hereto by their respective officers thereunto duly authorized as of the day and
year first above written.

                                   BEAR STEARNS COMMERCIAL MORTGAGE
                                   SECURITIES INC.,

                                   as Depositor

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

                                   WELLS FARGO BANK, NATIONAL
                                   ASSOCIATION, as Master Servicer

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

                                   GMAC COMMERCIAL MORTGAGE
                                   CORPORATION, as Special Servicer

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

                                   LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

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



                                     -237-
<PAGE>

                                   ABN AMRO BANK N.V., as Fiscal Agent

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


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

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

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


                                   PRINCIPAL CAPITAL MANAGEMENT, LLC, acting
                                   solely in its capacity as Primary Servicer
                                   with respect to the sections referred to in
                                   Section 13.15 of the Agreement

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

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

                                   JOHN HANCOCK REAL ESTATE FINANCE, INC.,
                                   acting solely in its capacity as Primary
                                   Servicer with respect to the sections
                                   referred to in Section 13.15 of the
                                   Agreement

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



                                     -238-
<PAGE>

                                    DAVID L. BABSON & CO. INC., acting solely in
                                    its capacity as sub-servicer of Mortgage
                                    Loan No. 1 with respect to Section 9.11(a)
                                    of the Agreement

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











STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

                  On this __ day of May, 2001, before me, a notary public in and
for said State, personally appeared _____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of Bear Stearns
Commercial Mortgage Securities Inc., and acknowledged to me that such
corporation executed the within instrument pursuant to its by-laws or a
resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.





                                        ---------------------------------
                                                  Notary Public



                                     -239-
<PAGE>

STATE OF CALIFORNIA           )
                              )  ss.:
COUNTY OF SAN FRANCISCO       )

                  On this ___ day of May, 2001, before me, a notary public in
and for said State, personally appeared ____________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President of ___________________, and
acknowledged to me that such corporation executed the within instrument pursuant
to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.






                                        ---------------------------------
                                                  Notary Public



                                     -240-
<PAGE>

STATE OF       )
               )  ss.:
COUNTY OF      )

                  On the ______ day of May, 2001, before me, a notary public in
and for said State, personally appeared ___________________ known to me to be a
of _______________, one of the entities that executed the within instrument, and
acknowledged to me that such entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        ---------------------------------
                                                  Notary Public


                                     -241-
<PAGE>

STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

                  On this ___ day of May, 2001, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ____________, and
acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                        ---------------------------------
                                                  Notary Public


                                     -242-
<PAGE>

STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

                  On this ___ day of May, 2001, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of _______________,
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                        ---------------------------------
                                                  Notary Public


                                     -243-
<PAGE>

STATE OF NEW YORK             )
                              )  ss.:
COUNTY OF NEW YORK            )

                  On this ___ day of May, 2001, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of ________________
and acknowledged to me that such nationally chartered bank executed the within
instrument pursuant to its by-laws or a resolution of its Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                        ---------------------------------
                                                  Notary Public


                                     -244-
<PAGE>


STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

                  On this ___ day of May, 2001, before me, a notary public in
and for said State, personally appeared __________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as Vice President on behalf of
___________________ and acknowledged to me that such nationally chartered bank
executed the within instrument pursuant to its by-laws or a resolution of its
Board of Directors.

                  IN WITNESS WHEREOF, I have hereunder set my hand and affixed
my official seal the day and year in this certificate first above written.


                                        ---------------------------------
                                                  Notary Public

<PAGE>

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES, INC.,
                                  AS DEPOSITOR,



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               AS MASTER SERVICER,



                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                              AS SPECIAL SERVICER,



                 LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE,


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                    AS PAYING AGENT AND CERTIFICATE REGISTRAR


                                       AND

                               ABN AMRO BANK N.V.,
                                 AS FISCAL AGENT


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

                            EXHIBITS AND SCHEDULES TO
                         POOLING AND SERVICING AGREEMENT

                             DATED AS OF MAY 1, 2001

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                    2001-TOP2



<PAGE>


                                   EXHIBIT A-1

                         [FORM OF CLASS A-1 CERTIFICATE]


THIS CLASS A-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, 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 OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-1 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  6.08%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS: JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-1                   FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
CERTIFICATES AS OF THE CLOSING DATE:  $325,867,000               LLC

CERTIFICATE BALANCE OF THIS CLASS A-1 CERTIFICATE AS OF THE      TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $325,867,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO. 07383F FN 3
</TABLE>

                              CLASS A-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class A-1 Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                             WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                             as Certificate Registrar



                             By: ______________________________________________
                                      AUTHORIZED SIGNATORY

Dated:  May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: _____________________________________________
                                   AUTHORIZED SIGNATORY

<PAGE>


                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                  Additional abbreviations may also be used though not in the
above list.

                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE


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

-------------------------------------------------------------------------------
                 Please print or typewrite name and address of assignee
-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.


________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:




<PAGE>

                                   EXHIBIT A-2

                         [FORM OF CLASS A-2 CERTIFICATE]

THIS CLASS A-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT,
THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, 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 OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS A-2 CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  6.48%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS A-2                   FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
CERTIFICATES AS OF THE CLOSING DATE:  $529,723,000               LLC

CERTIFICATE BALANCE OF THIS CLASS A-2 CERTIFICATE AS OF THE      TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $529,723,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO. 07383F FP 8
</TABLE>

                              CLASS A-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class A-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class A-2 Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                           Certificate Registrar



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY


Dated:  May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           AUTHENTICATING AGENT



                           By: _____________________________________________
                                    AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

-------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE


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

-------------------------------------------------------------------------------
     Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.



________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.


<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>




                                   EXHIBIT A-3

                                   [RESERVED]



<PAGE>



                                   EXHIBIT A-4

                                   [RESERVED]



<PAGE>

                                   EXHIBIT A-5

                          [FORM OF CLASS B CERTIFICATE]


THIS CLASS B CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS B CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS B CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE  6.63%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS B  CERTIFICATES       FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $26,422,000                             LLC

CERTIFICATE BALANCE OF THIS CLASS B  CERTIFICATE AS OF THE       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $26,422,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FQ 6
</TABLE>

                               CLASS B CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class B Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class B Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: ________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>

                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.

________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:




<PAGE>

                                   EXHIBIT A-6

                          [FORM OF CLASS C CERTIFICATE]


THIS CLASS C CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE UNDERWRITERS, THE TRUSTEE, THE FISCAL AGENT, THE
CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES, AND WILL
NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL AGENCY.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS C CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS C CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  6.83%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS C  CERTIFICATES       FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $30,198,000                             LLC

CERTIFICATE BALANCE OF THIS CLASS C  CERTIFICATE AS OF THE       TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $30,198,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FR 4
</TABLE>

                               CLASS C CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class C Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class C Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>              <C>                                         <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>

                   Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                   FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
        Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:




<PAGE>

                                   EXHIBIT A-7

                          [FORM OF CLASS D CERTIFICATE]


THIS CLASS D CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS D CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS D CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE

<PAGE>

OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
HAS AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  6.94%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS D CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $10,065,000                             LLC

CERTIFICATE BALANCE OF THIS CLASS D CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $10,065,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FU 7
</TABLE>

                               CLASS D CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class D Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class D Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY








<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:




<PAGE>




                                   EXHIBIT A-8

                          [FORM OF CLASS E CERTIFICATE]


THIS CLASS E CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS E CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS E CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE

<PAGE>

OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
HAS AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 7.57%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS E CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $23,906,000                             LLC

CERTIFICATE BALANCE OF THIS CLASS E CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE:  $23,906,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FV 5
</TABLE>

                               CLASS E CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class E Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class E Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                            WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                            Certificate Registrar



                            By: _______________________________________________
                                     AUTHORIZED SIGNATORY


Dated:  May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS E CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                             WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                             AUTHENTICATING AGENT



                             By: ______________________________________________
                                      AUTHORIZED SIGNATORY


<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
       Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>

                                   EXHIBIT A-9

                          [FORM OF CLASS F CERTIFICATE]


THIS CLASS F CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS F CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE

<PAGE>

OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.
HAS AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  7.91%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $8,808,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS F CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $8,808,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FW 3
</TABLE>

                               CLASS F CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class F Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class F Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                            WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                            Certificate Registrar



                            By: ________________________________________________
                                     AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS F CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           AUTHENTICATING AGENT



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                   FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>

                                  EXHIBIT A-10

                          [FORM OF CLASS G CERTIFICATE]


THIS CLASS G CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS G CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS G CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE:  6.08%                                MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS G CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $16,357,000                             LLC

CERTIFICATE BALANCE OF THIS CLASS G CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $16,357,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FX 1
</TABLE>

                               CLASS G CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class G Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class G Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes specified in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

<PAGE>

                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: __________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS G CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: __________________________________________________
                                   AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:




<PAGE>

                                  EXHIBIT A-11

                          [FORM OF CLASS H CERTIFICATE]


THIS CLASS H CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS H CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS H CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS H CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $6,291,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS H CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $6,291,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FY 9
</TABLE>


                               CLASS H CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class H Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and

<PAGE>

representing an interest in the Class of Certificates specified on the face
hereof equal to the quotient expressed as a percentage obtained by dividing the
Certificate Balance of this Certificate specified on the face hereof by the
aggregate initial Certificate Balance of the Class H Certificates. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the Classes as specifically set forth in the Pooling and Servicing
Agreement. The Certificates will evidence in the aggregate 100% of the
beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                        WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                        Certificate Registrar



                        By: ___________________________________________________
                                 AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS H CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         AUTHENTICATING AGENT



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
          Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>


                                  EXHIBIT A-12

                          [FORM OF CLASS J CERTIFICATE]


THIS CLASS J CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS J CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS J CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS J CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $7,549,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS J CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $7,549,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F FZ 6
</TABLE>


                               CLASS J CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class J Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the

<PAGE>

quotient expressed as a percentage obtained by dividing the Certificate Balance
of this Certificate specified on the face hereof by the aggregate initial
Certificate Balance of the Class J Certificates. The Certificates are designated
as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2 and are issued in the Classes as
specifically set forth in the Pooling and Servicing Agreement. The Certificates
will evidence in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                           Certificate Registrar



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS J CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
          Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>
                                  EXHIBIT A-13

                          [FORM OF CLASS K CERTIFICATE]


THIS CLASS K CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS K CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS K CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS K CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $3,775,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS K CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $3,775,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F GA 0
</TABLE>

                               CLASS K CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class K Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate

<PAGE>

specified on the face hereof by the aggregate initial Certificate Balance of the
Class K Certificates. The Certificates are designated as the Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS K CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         AUTHENTICATING AGENT



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
          Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>

                                  EXHIBIT A-14

                          [FORM OF CLASS L CERTIFICATE]


THIS CLASS L CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS L CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS L CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                                 PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS L CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $5,033,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS L CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $5,033,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.  07383F GB 8
</TABLE>

                               CLASS L CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class L Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate

<PAGE>

specified on the face hereof by the aggregate initial Certificate Balance of the
Class L Certificates. The Certificates are designated as the Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                           Certificate Registrar



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS L CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           AUTHENTICATING AGENT



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:





<PAGE>

                                  EXHIBIT A-15

                          [FORM OF CLASS M CERTIFICATE]


THIS CLASS M CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS M CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS M CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                  ASSOCIATION
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                                 PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS M CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $2,517,000                              LLC

CERTIFICATE BALANCE OF THIS CLASS M CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $2,517,000
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.   07383F GC 6
</TABLE>

                               CLASS M CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class M Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), Bear Stearns Commercial Mortgage Securities
Inc. (hereinafter called the "Depositor", which term includes any successor
entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal
Agent, the Paying Agent, the Certificate Registrar, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate

<PAGE>

specified on the face hereof by the aggregate initial Certificate Balance of the
Class M Certificates. The Certificates are designated as the Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS M CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         AUTHENTICATING AGENT



                         By: __________________________________________________
                                  AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>

                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
                         Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:



<PAGE>

                                  EXHIBIT A-16

                          [FORM OF CLASS N CERTIFICATE]


THIS CLASS N CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST IN
THE SELLERS, THE DEPOSITOR, THE INITIAL PURCHASERS, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

THE INITIAL CERTIFICATE BALANCE HEREOF IS AS SET FORTH HEREIN, REDUCED OR
INCREASED AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THIS CLASS N CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER
CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING
AND SERVICING AGREEMENT REFERRED TO HEREIN.

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS,
REALIZED LOSSES AND CERTAIN EXPENSE LOSSES ON THE CERTIFICATES ALLOCABLE TO THIS
CLASS N CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY
ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING

<PAGE>

PROVISIONS OF ERISA OR THE CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY
PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF
SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                              <C>
INITIAL PASS-THROUGH RATE: 6.08%                                 MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                                 ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                                 SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
CUT-OFF DATE: MAY 1, 2001                                        CORPORATION

CLOSING DATE: MAY 10, 2001                                       PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
                                                                 ASSOCIATION
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                                 PRIMARY SERVICERS:  JOHN HANCOCK REAL ESTATE
AGGREGATE CERTIFICATE BALANCE OF THE CLASS N CERTIFICATES        FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT,
AS OF THE CLOSING DATE:  $10,065,558                             LLC

CERTIFICATE BALANCE OF THIS CLASS N CERTIFICATE AS OF THE        TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
CLOSING DATE: $10,065,558
                                                                 FISCAL AGENT:  ABN AMRO BANK N.V.

                                                                 CUSIP NO.   07383F GD 4
</TABLE>

                               CLASS N CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class N Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor", which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Certificate Balance of this
Certificate

<PAGE>

specified on the face hereof by the aggregate initial Certificate Balance of the
Class N Certificates. The Certificates are designated as the Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2001-TOP2 and are issued in the Classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in
the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of principal of and interest on this Certificate
will be made out of the Available Distribution Amount, to the extent and subject
to the limitations set forth in the Pooling and Servicing Agreement, on the 15th
day of each month or, if such 15th day is not a Business Day, the next
succeeding Business Day (a "Distribution Date") commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last Business Day of the month
immediately preceding the month of such distribution (the "Record Date"). All
sums distributable on this Certificate are payable in the coin or currency of
the United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate on the Certificate Balance of this Certificate immediately prior to each
Distribution Date. Principal and interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.


<PAGE>

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Certificates are issuable in fully registered form only, without coupons, in
minimum denominations specified in the Pooling and Servicing Agreement.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service

<PAGE>

charge will be made 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 that may be imposed in connection with any transfer
or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS N CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           AUTHENTICATING AGENT



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY






<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
           Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ____ ___________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.



<PAGE>



                     [TO BE ATTACHED TO GLOBAL CERTIFICATES]

                  SCHEDULE OF EXCHANGES OF GLOBAL CERTIFICATES

The following exchanges of a part of this Global Certificate have been made:







<PAGE>


                                  EXHIBIT A-17

                         [FORM OF CLASS R-I CERTIFICATE]


THIS CLASS R-I CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-I CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2
<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-I CERTIFICATE:  100%       SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MAY 1, 2001                                     ASSOCIATION

CLOSING DATE:  MAY 10, 2001                                    PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
                                                               FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT, LLC
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                              CLASS R-I CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP. is the registered owner of the
interest evidenced by this Certificate in the Class R-I Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-I Certificates specified on the face hereof. The
Certificates are designated as Bear Stearns Commercial Mortgage Securities Inc.
Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are issued
in the Classes as specifically set forth in the Pooling and Servicing Agreement.
The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


<PAGE>

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account

<PAGE>

specified by the Certificateholder, at a bank or other entity having appropriate
facilities therefor, if such Certificateholder will have provided the Paying
Agent with wiring instructions on or prior to the related Record Date or
otherwise by check mailed to such Certificateholder. Notwithstanding the above,
the final distribution on any Certificate will be made only upon presentation
and surrender of such Certificate at the location that will be specified in a
notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made 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 that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders

<PAGE>

as set forth in Section 10.2 of the Pooling and Servicing Agreement and other
than the obligations in the nature of information or tax reporting) shall
terminate on the earliest of (i) the later of (A) the final payment or other
liquidation of the last Mortgage Loan remaining in the Trust and (B) the
disposition of all REO Property or (ii) the sale of the property held by the
Trust in accordance with Section 10.1(b) of the Pooling and Servicing Agreement
or (iii) the termination of the Trust pursuant to Section 10.1(c) of the Pooling
and Servicing Agreement; provided that in no event shall the Trust continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of St. James, living on the date hereof. The parties designated in the
Pooling and Servicing Agreement may exercise their option to purchase the
Mortgage Loans and any other property remaining in the Trust and cause the
termination of the Trust in accordance with the requirements set forth in the
Pooling and Servicing Agreement. Upon termination of the Trust and payment of
the Certificates and of all administrative expenses associated with the Trust,
any remaining assets of the Trust shall be distributed to the holders of the
Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-I CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: ________________________________________________
                                   AUTHORIZED SIGNATORY




<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
           Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.




<PAGE>

                                  EXHIBIT A-18

                        [FORM OF CLASS R-II CERTIFICATE]


THIS CLASS R-II CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.



<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-II CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE CERTIFICATE
REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND BY THE TERMS
OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET FORTH ON THE
FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE OR
POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS
ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD OF
DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-I CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-I CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.

<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-II CERTIFICATE:  100%      SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MAY 1, 2001                                     ASSOCIATION

CLOSING DATE:  MAY 10, 2001                                    PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
                                                               FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT, LLC
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                             CLASS R-II CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP. is the registered owner of the
interest evidenced by this Certificate in the Class R-II Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-II Certificates specified on the face hereof. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc. Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the

<PAGE>

Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire

<PAGE>

transfer in immediately available funds to an account specified in the request
of such Certificateholder. All distributions under the Pooling and Servicing
Agreement to Certificateholders will be made by wire transfer in immediately
available funds to the account specified by the Certificateholder, at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
will have provided the Paying Agent with wiring instructions on or prior to the
related Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made 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 that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.


<PAGE>

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: ___________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-II CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         AUTHENTICATING AGENT



                         By: ___________________________________________________
                                  AUTHORIZED SIGNATORY




<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



-------------------------------------------------------------------------------
           Please print or typewrite name and address of assignee

-------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

-------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.





<PAGE>

                                  EXHIBIT A-19

                        [FORM OF CLASS R-III CERTIFICATE]


THIS CLASS R-III CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"). THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A
NON-UNITED STATES PERSON.

THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO
"DISQUALIFIED ORGANIZATIONS" WITHIN THE MEANING OF THE CODE.

NO TRANSFER OF THIS CERTIFICATE TO A RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT
PLAN OR ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), OR APPLICABLE FEDERAL, STATE OR LOCAL LAW
("SIMILAR LAW") MATERIALLY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE
ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, WILL BE
REGISTERED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


<PAGE>

A SALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R-III CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
CERTIFICATE REGISTRAR TO THE EFFECT THAT (1) SUCH TRANSFEREE AGREES TO BE BOUND
BY THE TERMS OF THE POOLING AND SERVICING AGREEMENT AND ALL RESTRICTIONS SET
FORTH ON THE FACE HEREOF, (2) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, OR ANY AGENCY OR INSTRUMENTALITY OF ANY
OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND, EXCEPT FOR FHLMC, A MAJORITY OF ITS BOARD
OF DIRECTORS IS NOT SELECTED BY ANY SUCH GOVERNMENTAL UNIT), (B) AN ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE (UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE ON
UNRELATED BUSINESS TAXABLE INCOME), (C) A RURAL ELECTRIC OR TELEPHONE
COOPERATIVE DESCRIBED IN SECTION 1381 OF THE CODE (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREINAFTER REFERRED TO AS A
"DISQUALIFIED ORGANIZATION"), (D) A PERSON THAT IS NOT A CITIZEN OF OR RESIDENT
OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR
ORGANIZED IN, OR UNDER THE LAWS OF, THE UNITED STATES OR ANY POLITICAL
SUBDIVISION THEREOF, OR AN ESTATE OR TRUST WHOSE INCOME FROM SOURCES WITHOUT THE
UNITED STATES IS INCLUDABLE IN GROSS INCOME FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES REGARDLESS OF ITS CONNECTION WITH THE CONDUCT OF TRADE OR BUSINESS IN
THE UNITED STATES (ANY SUCH PERSON BEING HEREINAFTER REFERRED TO AS A "UNITED
STATES PERSON") OR (E) AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED
STATES PERSON, AND (3) NO PURPOSE OF SUCH TRANSFER IS TO ENABLE THE TRANSFEROR
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CLASS R-III CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES
PERSON OR AN AGENT OF A DISQUALIFIED ORGANIZATION OR A NON-UNITED STATES PERSON,
OR TO ANY OTHER PROHIBITED TRANSFEREE AS PROVIDED IN THE POOLING AND SERVICING
AGREEMENT, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT
WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS
ON THIS CERTIFICATE. EACH HOLDER OF A CLASS R-III CERTIFICATE BY ACCEPTANCE OF
THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH.



<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                            <C>
PERCENTAGE INTEREST OF THIS CLASS R-III CERTIFICATE:  100%     SPECIAL SERVICER:  GMAC COMMERCIAL MORTGAGE
                                                               CORPORATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MAY 1, 2001                                     ASSOCIATION

CLOSING DATE:  MAY 10, 2001                                    PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
                                                               FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT, LLC
FIRST DISTRIBUTION DATE:  JUNE 15, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
MASTER SERVICER:  WELLS FARGO BANK, NATIONAL ASSOCIATION
                                                               FISCAL AGENT:  ABN AMRO BANK N.V.

                                                               NO. ___
</TABLE>

                             CLASS R-III CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT BEAR STEARNS SECURITIES CORP. is the registered owner of the
interest evidenced by this Certificate in the Class R-III Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as
specified above (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc. (hereinafter called the "Depositor", which
term includes any successor entity under the Pooling and Servicing Agreement),
the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer and the
Special Servicer, a summary of certain of the pertinent provisions of which is
set forth hereafter. The Trust consists primarily of the Mortgage Loans, such
amounts as shall from time to time be held in the Certificate Account and
Distribution Account, the Insurance Policies and any REO Properties. To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest in the Class R-III Certificates specified on the face hereof. The
Certificates are designated as the Bear Stearns Commercial Mortgage Securities
Inc. Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2 and are
issued in the

<PAGE>

Classes as specifically set forth in the Pooling and Servicing Agreement. The
Certificates will evidence in the aggregate 100% of the beneficial ownership of
the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  The Holder of this Certificate shall be entitled to receive
only certain amounts set forth in the Pooling and Servicing Agreement, including
a distribution upon termination of the Pooling and Servicing Agreement and the
related REMIC created thereby of the amounts which remain on deposit in the
Distribution Account after payment to the holders of all other Certificates of
all amounts set forth in the Pooling and Servicing Agreement. Distributions on
this Certificate will be made out of the Available Distribution Amount, to the
extent and subject to the limitations set forth in the Pooling and Servicing
Agreement, on the 15th day of each month or, if such 15th day is not a Business
Day, the next succeeding Business Day (a "Distribution Date") commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"). All sums distributable on this Certificate are payable in the coin or
currency of the United States of America as at the time of payment is legal
tender for the payment of public and private debts.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans shall be allocated on the applicable Distribution Date to
Certificateholders in the manner set forth in the Pooling and Servicing
Agreement. All Realized Losses, Expense Losses and interest shortfalls on the
Mortgage Loans allocated to any Class of Certificates will be allocated pro rata
among the outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire

<PAGE>

transfer in immediately available funds to an account specified in the request
of such Certificateholder. All distributions under the Pooling and Servicing
Agreement to Certificateholders will be made by wire transfer in immediately
available funds to the account specified by the Certificateholder, at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
will have provided the Paying Agent with wiring instructions on or prior to the
related Record Date or otherwise by check mailed to such Certificateholder.
Notwithstanding the above, the final distribution on any Certificate will be
made only upon presentation and surrender of such Certificate at the location
that will be specified in a notice of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  The Residual Certificates will be issued in fully registered,
certificated form in minimum percentage interests of 10% and in multiples of 10%
in excess thereof.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made 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 that
may be imposed in connection with any transfer or exchange of Certificates.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.


<PAGE>

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: ___________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS R-III CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                         AUTHENTICATING AGENT



                         By: ___________________________________________________
                                  AUTHORIZED SIGNATORY




<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
          Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
________________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.



<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to ______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.




<PAGE>

                                  EXHIBIT A-20

                         [FORM OF CLASS X-1 CERTIFICATE]


THIS CLASS X-1 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, 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 OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT

<PAGE>

FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS
AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  0.78%                              MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-1 CERTIFICATE:
$1,006,576,558                                                 SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MAY 1, 2001                                     ASSOCIATION

CLOSING DATE:  MAY 10, 2001                                    PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
                                                               FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT, LLC
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-1 CERTIFICATES AS
OF THE CLOSING DATE:                                           FISCAL AGENT:  ABN AMRO BANK N.V.
$1,006,576,558
                                                               CUSIP NO.  07383F FS 2
CERTIFICATE BALANCE OF THIS CLASS X-1 CERTIFICATE AS OF
THE CLOSING DATE:
$1,006,576,558
</TABLE>

                              CLASS X-1 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-1 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.


<PAGE>

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Notional Amount of this
Certificate specified on the face hereof by the initial aggregate Notional
Amount of the Class X-1 Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of interest on this Certificate will be made out
of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated on the applicable Distribution Date to Certificateholders in
the manner set forth in the Pooling and Servicing Agreement. All Realized Losses
and interest shortfalls on the Mortgage Loans

<PAGE>

allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Class X-1 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.


<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made 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 that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                         WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                         Certificate Registrar



                         By: ___________________________________________________
                                  AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-1 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                          AUTHENTICATING AGENT



                          By: __________________________________________________
                                   AUTHORIZED SIGNATORY



<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
          Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_____________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.





<PAGE>



                                  EXHIBIT A-21

                         [FORM OF CLASS X-2 CERTIFICATE]


THIS CLASS X-2 CERTIFICATE DOES NOT CONSTITUTE AN OBLIGATION OF OR AN INTEREST
IN THE SELLERS, THE DEPOSITOR, THE PLACEMENT AGENT, THE TRUSTEE, THE FISCAL
AGENT, THE CERTIFICATE REGISTRAR, THE PAYING AGENT, THE MASTER SERVICER, THE
SPECIAL SERVICER, THE PRIMARY SERVICERS OR ANY OF THEIR RESPECTIVE AFFILIATES,
AND WILL NOT BE INSURED OR GUARANTEED BY ANY SUCH ENTITY OR BY ANY GOVERNMENTAL
AGENCY.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

IF THE TRANSFEREE OF THIS CERTIFICATE IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED, 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 OR HOLD THIS CERTIFICATE, SUCH PLAN OR SUCH PERSON MUST
BE AN ACCREDITED INVESTOR.

THE INITIAL NOTIONAL AMOUNT HEREOF IS AS SET FORTH HEREIN, REDUCED OR INCREASED
AS SET FORTH IN THE SCHEDULE OF EXCHANGES ATTACHED HERETO.

THE PORTION OF THE NOTIONAL AMOUNT OF THE CERTIFICATES EVIDENCED BY THIS
CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL PAYMENTS, REALIZED
LOSSES AND CERTAIN EXPENSE LOSSES ON THE MORTGAGE LOANS ALLOCABLE TO THE
NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE. ACCORDINGLY, THE NOTIONAL AMOUNT
OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS
CERTIFICATE MAY ASCERTAIN ITS CURRENT NOTIONAL AMOUNT BY INQUIRY OF THE PAYING
AGENT.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE
REGISTRAR OR ITS AGENT

<PAGE>

FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS
AN INTEREST HEREIN.





<PAGE>



                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                                SERIES 2001-TOP2

<TABLE>
<CAPTION>
<S>                                                            <C>
INITIAL PASS-THROUGH RATE:  1.36%                              MASTER SERVICER:  WELLS FARGO BANK, NATIONAL
                                                               ASSOCIATION
INITIAL NOTIONAL AMOUNT OF THIS CLASS X-2 CERTIFICATE:
$551,685,000                                                   SPECIAL SERVICER: WELL FARGO BANK, NATIONAL
                                                               ASSOCIATION
DATE OF POOLING AND SERVICING AGREEMENT:  AS OF MAY 1, 2001
                                                               PAYING AGENT: WELLS FARGO BANK MINNESOTA, NATIONAL
CUT-OFF DATE:  MAY 1, 2001                                     ASSOCIATION

CLOSING DATE:  MAY 10, 2001                                    PRIMARY SERVICERS:   JOHN HANCOCK REAL ESTATE
                                                               FINANCE, INC. AND PRINCIPAL CAPITAL MANAGEMENT, LLC
FIRST DISTRIBUTION DATE: JUNE 15, 2001
                                                               TRUSTEE:  LASALLE BANK NATIONAL ASSOCIATION
AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-2 CERTIFICATES AS
OF THE CLOSING DATE:                                           FISCAL AGENT:  ABN AMRO BANK N.V.
$551,685,000
                                                               CUSIP NO.   07383F FT 0
CERTIFICATE BALANCE OF THIS CLASS X-2 CERTIFICATE AS OF
THE CLOSING DATE:
$551,685,000
</TABLE>

                              CLASS X-2 CERTIFICATE

evidencing a beneficial ownership interest in a Trust, consisting primarily of a
pool of commercial and multifamily mortgage loans (the "Mortgage Loans") and
certain other property, formed and sold by


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced
by this Certificate in the Class X-2 Certificates issued by the Trust created
pursuant to the Pooling and Servicing Agreement, dated as specified above (the
"Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Pooling and Servicing Agreement), the Trustee, the
Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master Servicer
and the Special Servicer, a summary of certain of the pertinent provisions of
which is set forth hereafter. The Trust consists primarily of the Mortgage
Loans, such amounts as shall from time to time be held in the Certificate
Account and Distribution Account, the Insurance Policies and any REO Properties.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Pooling and Servicing Agreement.


<PAGE>

                  This Certificate is one of a duly authorized issue of
Certificates designated as Certificates of the series specified on the face
hereof (herein called the "Certificates") and representing an interest in the
Class of Certificates specified on the face hereof equal to the quotient
expressed as a percentage obtained by dividing the Notional Amount of this
Certificate specified on the face hereof by the initial aggregate Notional
Amount of the Class X-2 Certificates. The Certificates are designated as the
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2001-TOP2 and are issued in the Classes
specified in the Pooling and Servicing Agreement. The Certificates will evidence
in the aggregate 100% of the beneficial ownership of the Trust.

                  This Certificate does not purport to summarize the Pooling and
Servicing Agreement and reference is made to that Agreement for information with
respect to the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby and the rights, duties and obligations of the Trustee and the
Paying Agent. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the
Certificateholder by virtue of the acceptance hereof assents and by which the
Certificateholder is bound. In the case of any conflict between terms specified
in this Certificate and terms specified in the Pooling and Servicing Agreement,
the terms of the Pooling and Servicing Agreement shall govern.

                  Distributions of interest on this Certificate will be made out
of the Available Distribution Amount, to the extent and subject to the
limitations set forth in the Pooling and Servicing Agreement, on the 15th day of
each month or, if such 15th day is not a Business Day, the next succeeding
Business Day (a "Distribution Date") commencing on the first Distribution Date
specified above, to the Person in whose name this Certificate is registered at
the close of business on the last Business Day of the month immediately
preceding the month of such distribution (the "Record Date"). All sums
distributable on this Certificate are payable in the coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

                  Interest on this Certificate will accrue (computed as if each
year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Pass-Through
Rate specified above on the Notional Amount of this Certificate immediately
prior to each Distribution Date. Interest allocated to this Certificate on any
Distribution Date will be in an amount due to this Certificate's pro rata share
of the amount to be distributed on the Certificates of this Class as of such
Distribution Date, with a final distribution to be made upon retirement of this
Certificate as set forth in the Pooling and Servicing Agreement.

                  Unless the certificate of authentication hereon has been
executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
or be valid for any purpose.

                  Realized Losses and interest shortfalls on the Mortgage Loans
shall be allocated on the applicable Distribution Date to Certificateholders in
the manner set forth in the Pooling and Servicing Agreement. All Realized Losses
and interest shortfalls on the Mortgage Loans

<PAGE>

allocated to any Class of Certificates will be allocated pro rata among the
outstanding Certificates of such Class.

                  The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth in the Pooling and Servicing Agreement. As provided in
the Pooling and Servicing Agreement, withdrawals from the Certificate Account
shall be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of certain expenses
incurred with respect to the servicing of the Mortgage Loans and administration
of the Trust.

                  All distributions under the Pooling and Servicing Agreement to
a nominee of The Depository Trust Company ("DTC") will be made by or on behalf
of the Paying Agent by wire transfer in immediately available funds to an
account specified in the request of such Certificateholder. All distributions
under the Pooling and Servicing Agreement to Certificateholders will be made by
wire transfer in immediately available funds to the account specified by the
Certificateholder, at a bank or other entity having appropriate facilities
therefor, if such Certificateholder will have provided the Paying Agent with
wiring instructions on or prior to the related Record Date or otherwise by check
mailed to such Certificateholder. Notwithstanding the above, the final
distribution on any Certificate will be made only upon presentation and
surrender of such Certificate at the location that will be specified in a notice
of the pendency of such final distribution.

                  The Pooling and Servicing Agreement permits, with certain
exceptions therein provided, the amendment thereof and the modification of the
rights and obligations of the Certificateholders under the Pooling and Servicing
Agreement at any time by the parties thereto with the consent of the Holders of
not less than 51% of the Aggregate Certificate Balance of the Certificates then
outstanding, as specified in the Pooling and Servicing Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon the Certificate. The
Pooling and Servicing Agreement also permits the amendment thereof, in certain
circumstances, without the consent of the Holders of any of the Certificates.

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Certificate
Registrar, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Certificate
Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations will be issued to the designated transferee or
transferees.

                  Subject to the terms of the Pooling and Servicing Agreement,
the Class X-2 Certificates will be issued in denominations of $100,000 initial
Notional Amount and in any whole dollar denomination in excess thereof.


<PAGE>

                  As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations as requested by the
Holder surrendering the same. No service charge will be made 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 that
may be imposed in connection with any transfer or exchange of Certificates.

                  Notwithstanding the foregoing, for so long as this Certificate
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book entry facilities of DTC.

                  The Depositor, the Trustee, the Fiscal Agent, the Paying
Agent, the Master Servicer, the Special Servicer and the Certificate Registrar
and any of their agents may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Depositor, the
Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special
Servicer, the Certificate Registrar nor any such agents shall be affected by
notice to the contrary.

                  The obligations and responsibilities of the Trustee and the
Paying Agent created hereby (other than the obligation of the Paying Agent to
make payments to the Certificateholders as set forth in Section 10.2 of the
Pooling and Servicing Agreement and other than the obligations in the nature of
information or tax reporting) shall terminate on the earliest of (i) the later
of (A) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust and (B) the disposition of all REO Property or (ii) the
sale of the property held by the Trust in accordance with Section 10.1(b) of the
Pooling and Servicing Agreement or (iii) the termination of the Trust pursuant
to Section 10.1(c) of the Pooling and Servicing Agreement; provided that in no
event shall the Trust continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late
Ambassador of the United States to the Court of St. James, living on the date
hereof. The parties designated in the Pooling and Servicing Agreement may
exercise their option to purchase the Mortgage Loans and any other property
remaining in the Trust and cause the termination of the Trust in accordance with
the requirements set forth in the Pooling and Servicing Agreement. Upon
termination of the Trust and payment of the Certificates and of all
administrative expenses associated with the Trust, any remaining assets of the
Trust shall be distributed to the holders of the Residual Certificates.

                  The Certificate Registrar has executed this Certificate under
the Pooling and Servicing Agreement.

                  THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.



<PAGE>



                  IN WITNESS WHEREOF, the Certificate Registrar has caused this
Certificate to be duly executed under this official seal.

                          WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as
                          Certificate Registrar



                          By: _________________________________________________
                                   AUTHORIZED SIGNATORY


Dated: May __, 2001


                          CERTIFICATE OF AUTHENTICATION

                  THIS IS ONE OF THE CLASS X-2 CERTIFICATES REFERRED TO IN THE
WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


                           WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                           AUTHENTICATING AGENT



                           By: ________________________________________________
                                    AUTHORIZED SIGNATORY



<PAGE>



                                  ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<CAPTION>
<S>               <C>                                        <C>
TEN COM -         as tenant in common                        UNIF GIFT MIN ACT..............................Custodian
TEN ENT -         as tenants by the entireties                                               (Cust)
JT TEN  -         as joint tenants with rights of                         Under Uniform Gifts to Minors
                  survivorship and not as tenants in
                  common
                                                                            Act.......................
                                                                                     (State)
</TABLE>
                      Additional abbreviations may also be used though not in
the above list.
                                FORM OF TRANSFER

                      FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto

------------------------------------------------------------------------------
                     PLEASE INSERT SOCIAL SECURITY OR OTHER
                         IDENTIFYING NUMBER OF ASSIGNEE



--------------------------------------------------------------------------------
         Please print or typewrite name and address of assignee

--------------------------------------------------------------------------------
the within Certificate and does hereby or irrevocably constitute and appoint

--------------------------------------------------------------------------------
to transfer the said Certificate in the Certificate Register of the within-named
Trust, with full power of substitution in the premises.

Dated:_________________________                       _________________________
                                                      NOTICE: The signature to
                                                      this assignment must
                                                      correspond with the name
                                                      as written upon the face
                                                      of this Certificate in
                                                      every particular without
                                                      alteration or enlargement
                                                      or any change whatever.
_______________________________
SIGNATURE GUARANTEED
The signature must be guaranteed by a commercial bank or trust company or by a
member firm of the New York Stock Exchange or another national securities
exchange. Notarized or witnessed signatures are not acceptable.





<PAGE>



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

                  Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to_____________ for the account of
_________________________________________________ account number ______________
or, if mailed by check, to _______________________________________. Statements
should be mailed to ____________________. This information is provided by
assignee named above, or _______________________, as its agent.

<PAGE>


                                   EXHIBIT B-1


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                                     May __, 2001



Bear Stearns Commercial Mortgage Securities Inc.
245 Park Avenue
New York, New York  10167

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear, Stearns Funding, Inc.
245 Park Avenue
New York, New York  10167

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036

     Re:  Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
          relating to Bear Stearns Commercial Mortgage Securities Inc.,
          Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2

Ladies and Gentlemen:

     In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
specified in clause (i) of the definition of "Mortgage File" are in its
possession, (b) such documents have been reviewed by it and have not been
materially mutilated, damaged, defaced, torn or otherwise physically altered,
and such documents



<PAGE>

relate to such Mortgage Loan and (c) each Mortgage Note has been endorsed as
provided in clause (i) of the definition of "Mortgage File" of the Pooling and
Servicing Agreement. The Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in each Mortgage File or any of the Mortgage Loans
identified in the Mortgage Loan Schedule, or (ii) the collectibility,
insurability, effectiveness or suitability of any such Mortgage Loan.

     The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.

     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Pooling and Servicing
Agreement. This Certificate is subject in all respects to the terms of said
Pooling and Servicing Agreement.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee



                                              By: ______________________________
                                                   Name:
                                                   Title:
<PAGE>



                             SCHEDULE OF EXCEPTIONS















<PAGE>





                                   EXHIBIT B-2

                     FORM OF FINAL CERTIFICATION OF TRUSTEE



                                                 __________, 2001

Bear Stearns Commercial Mortgage Securities Inc.
245 Park Avenue
New York, New York  10167

Principal Commercial Funding, LLC
801 Grand Avenue
Des Moines, Iowa  50392

John Hancock Real Estate Finance, Inc.
John Hancock Place
200 Clarendon Street, T-52
Post Office Box 111
Boston, Massachusetts  02117

Wells Fargo Bank, National Association
555 Montgomery Street, 17th Floor
San Francisco, California  94111

Bear, Stearns Funding, Inc.
245 Park Avenue
New York, New York  10167

Morgan Stanley Dean Witter Mortgage Capital Inc.
1585 Broadway
New York, New York  10036


     Re:  Pooling and Servicing Agreement ("Pooling and Servicing Agreement")
          relating to Bear Stearns Commercial Mortgage Securities Inc.,
          Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2

Ladies and Gentlemen:

     In accordance with the provisions of Section 2.2 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions
noted in the schedule of exceptions attached hereto, that: (a) all documents
required to be included in the Mortgage File pursuant to clauses (i), (ii),
(iv), (v), (vi) and (viii) of the definition of "Mortgage File," and any
documents


<PAGE>

required to be included in the Mortgage File pursuant to all other clauses of
the definition of "Mortgage File," to the extent known by a Responsible Officer
of the Trustee to be required pursuant to the Pooling and Servicing Agreement,
are in its possession, (b) such documents have been reviewed by it and have not
been materially mutilated, damaged, defaced, torn or otherwise physically
altered, and such documents relate to such Mortgage Loan, (c) based on its
examination and only as to the Mortgage Note and the Mortgage, the street
address of the Mortgaged Property and the name of the Mortgagor set forth in the
Mortgage Loan Schedule accurately reflects the information contained in the
documents in the Mortgage File, and (d) each Mortgage Note has been endorsed.
The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any of the documents contained in
each Mortgage File or any of the Trustee Mortgage Loans identified in the
Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness
or suitability of any such Mortgage Loan.

     The Trustee acknowledges receipt of notice that the Depositor has granted
to the Trustee for the benefit of the Certificateholders a security interest in
all of the Depositor's right, title and interest in and to the Mortgage Loans,
the REMIC I Regular Interests, and the REMIC II Regular Interests.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement including but not limited to Section 2.2.


                                              LASALLE BANK NATIONAL ASSOCIATION,
                                              as Trustee



                                              By: ______________________________
                                                   Name:
                                                   Title:

<PAGE>


                             SCHEDULE OF EXCEPTIONS



     [NONE]

<PAGE>

                                    EXHIBIT C

                           FORM OF REQUEST FOR RELEASE


To:  Lasalle Bank National Association, as Trustee
     135 South LaSalle Street, Suite 1625
     Chicago, Illinois 60603

     Attn:    Asset-Backed Securities Trust Services Group
              Bear Stearns Commercial Mortgage Securities Inc.
              Commercial Mortgage Pass-Through Certificates,
              Series 2001-TOP2

     Re:      Bear Stearns Commercial Mortgage Securities Inc.
              Commercial Mortgage Pass-Through Certificates, Series 2001-TOP2


                                                  DATE:__________


     In connection with the administration of the Mortgage Loans held by you as
Trustee under the Pooling and Servicing Agreement dated as of May 1, 2001 by and
among Bear Stearns Commercial Mortgage Securities Inc., as Depositor, Wells
Fargo Bank, National Association, as Master Servicer, GMAC Commercial Mortgage
Corporation, as Special Servicer, Lasalle Bank National Association, as Trustee,
Wells Fargo Bank Minnesota, National Association, as Paying Agent and
Certificate Registrar and ABN AMRO Bank N.V., as Fiscal Agent (the "Pooling and
Servicing Agreement"), the undersigned hereby requests a release of the Trustee
Mortgage File held by you as Trustee with respect to the following described
Mortgage Loan for the reason indicated below.

     Mortgagor's Name:

     Address:

     Loan No.:

     Reason for requesting file:

     1.   Mortgage Loan paid in full.
          (The [Master] [Special] Servicer hereby certifies that all amounts
          received in connection with the Mortgage Loan have been or will be,
          following the [Master] [Special] Servicer's release of the Trustee
          Mortgage File, credited to the Certificate Account or the Distribution
          Account pursuant to the Pooling and Servicing Agreement.)


<PAGE>

     2.   Mortgage Loan repurchased.
          (The [Master] [Special] Servicer hereby certifies that the Purchase
          Price has been credited to the Distribution Account pursuant to the
          Pooling and Servicing Agreement.)

     3.   Mortgage Loan Defeased.

     4.   Mortgage Loan substituted.
          (The [Master] [Special] Servicer hereby certifies that a Qualifying
          Substitute Mortgage Loan has been assigned and delivered to you along
          with the related Trustee Mortgage File pursuant to the Pooling and
          Servicing Agreement.)

     5.   The Mortgage Loan is being foreclosed.

     6.   Other. (Describe)

     The undersigned acknowledges that the above Trustee Mortgage File will be
held by the undersigned in accordance with the provisions of the Pooling and
Servicing Agreement and will be returned to you, except if the Mortgage Loan has
been paid in full, repurchased or substituted for by a Qualifying Substitute
Mortgage Loan (in which case the Trustee Mortgage File will be retained by us
permanently), when no longer required by us for such purpose).

     Capitalized terms used herein shall have the meanings ascribed to them in
the Pooling and Servicing Agreement.


                                [Name of [Master] [Special] Servicer]




                                 By: ___________________________________________
                                      Name:
                                      Title:


<PAGE>

                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES




                                     [Date]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Bear Stearns Commercial Mortgage Securities Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2001-TOP2, Class __
                  (the "Certificates")

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of May __, 2001 (the "Closing Date") of $__________] [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates"). The
Transferred Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001,
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as master servicer, GMAC
Commercial Mortgage Corporation, as special servicer, Lasalle Bank National
Association, as trustee, Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent.
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, as Certificate Registrar, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
     with the full right to transfer such Certificates free from any and all
     claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
     offered, transferred, pledged, sold or otherwise disposed of any
     Transferred Certificate, any interest in any Transferred Certificate or any
     other similar security to any person in any manner, (b) solicited any offer
     to buy or accept a transfer, pledge or other disposition of



<PAGE>

     any Transferred Certificate, any interest in any Transferred Certificate or
     any other similar security from any person in any manner, (c) otherwise
     approached or negotiated with respect to any Transferred Certificate, any
     interest in any Transferred Certificate or any other similar security with
     any person in any manner, (d) made any general solicitation by means of
     general advertising or in any other manner, or (e) taken any other action,
     which (in the case of any of the acts described in clauses (a) through (e)
     hereof) would constitute a distribution of any Transferred Certificate
     under the Securities Act of 1933, as amended (the "Securities Act"), or
     would render the disposition of any Transferred Certificate a violation of
     Section 5 of the Securities Act or any state securities laws, or would
     require registration or qualification of any Transferred Certificate
     pursuant to the Securities Act or any state securities laws.

                                       Very truly yours,



                                       _________________________________________
                                       (Transferor)


                                       By: _____________________________________
                                       Name: ___________________________________
                                       Title: __________________________________


<PAGE>

                                  EXHIBIT D-2A

                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [DATE]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:   Corporate Trust Services
             (CMBS) MAC #N9309-121

       Re:   Bear Stearns Commercial Mortgage Securities Inc., Commercial
             Mortgage Pass-Through Certificates, Series 2001-TOP2 (the
             "Certificates")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
Class ______ Certificates [having an initial Certificate Principal Balance or
Notional Amount as of May __, 2001 (the "Closing Date") of [$__________]
[evidencing a ____% Percentage Interest in the related Class] (the "Transferred
Certificates"). The Certificates, including the Transferred Certificates, were
issued pursuant to the Pooling and Servicing Agreement, dated as of May 1, 2001
(the "Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
Securities Inc., as depositor (the "Depositor"), Wells Fargo Bank, National
Association, as master servicer, GMAC Commercial Mortgage Corporation, as
special servicer, Lasalle Bank National Association, as trustee, Wells Fargo
Bank Minnesota, as paying agent and certificate registrar and ABN AMRO Bank
N.V., as fiscal agent. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Certificate Registrar, that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act") and has
     completed one of the forms of certification to that effect attached hereto
     as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the
     Transferred Certificates is being made in reliance on Rule 144A. The
     Transferee is acquiring the Transferred Certificates for its own account or
     for the account of a Qualified Institutional Buyer, and understands that
     such Transferred



<PAGE>

     Certificates may be resold, pledged or transferred only (i) to a person
     reasonably believed to be a Qualified Institutional Buyer that purchases
     for its own account or for the account of a Qualified Institutional Buyer
     to whom notice is given that the resale, pledge or transfer is being made
     in reliance on Rule 144A, or (ii) pursuant to another exemption from
     registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement, (e) any credit enhancement
     mechanism associated with the Transferred Certificates and (f) all related
     matters that it has requested.

                                            Very truly yours,



                                            ____________________________________
                                            (Transferee)

                                            By: ________________________________
                                            Name: ______________________________
                                            Title: _____________________________


<PAGE>

                             ANNEX 1 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the commercial mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"),
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Certificate in the case of a U.S.
          bank, and not more than 18 months preceding such date of sale for a
          foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto, as of a date



<PAGE>

          not more than 16 months preceding the date of sale of the Certificate
          in the case of a U.S. savings and loan association, and not more than
          18 months preceding such date of sale for a foreign savings and loan
          association or equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement income Security Act of
          1974, as amended.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)


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

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

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

     3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such



<PAGE>

securities to the Transferee, unless the Transferee reports its securities
holdings in its financial statements on the basis of their market value, and no
current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in
determining such aggregate amount, the Transferee may have included securities
owned by subsidiaries of the Transferee, but only if such subsidiaries are
consolidated with the Transferee in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

   ___      ___    Will the Transferee be purchasing the Transferred Certificate
   Yes      No     only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                       _________________________________________
                                       Print Name of Transferee

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________
                                       Date:____________________________________

<PAGE>

                             ANNEX 2 TO EXHIBIT D-2A
                             -----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]


     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificate being transferred (the
"Transferred Certificates") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

____      The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

____      The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


<PAGE>

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

     ___     ___      Will the Transferee be purchasing the Transferred
                      Certificates only for the Transferee's own account?
     Yes     No

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                             ___________________________________
                                             Print Name of Transferee or Adviser

                                             By:________________________________
                                             Name:
                                             Title:

                                             IF AN ADVISER:
                                             ___________________________________
                                             Print Name of Transferee

                                             Date:______________________________

<PAGE>




                                  EXHIBIT D-2B

                        FORM II OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES


                                     [Date]


Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Norwest Center
Sixth and Marquette
Minneapolis, MN 55479

Attention:________Corporate Trust Services
         _________(CMBS) MAC #N9309-121

         Re:      Bear Stearns Commercial Mortgage Securities Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2001-TOP2 (the
                  "Certificates")

Ladies and Gentlemen:

     This letter is delivered to you in connection with the transfer by
_______________________ (the "Transferor") to _______________________________
(the "Transferee") of Class ___ Certificates [having an initial Certificate
Principal Balance as of May __, 2001 (the "Closing Date") of
$__________][evidencing a ____% Percentage Interest in the related Class] (the
"Transferred Certificates"). The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of May 1, 2001 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as depositor (the "Depositor"), Wells Fargo
Bank, National Association, as master servicer, GMAC Commercial Mortgage
Corporation, as special servicer, Lasalle Bank National Association, as trustee,
Wells Fargo Bank Minnesota, National Association, as paying agent and
certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferee hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

     1. The Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

     2. The Transferee understands that (a) the Class of Certificates to which
the Transferred Certificates belong has not been and will not be registered
under the Securities Act or registered or qualified under any applicable state
securities laws, (b) none of the Depositor, the




<PAGE>

Trustee or the Certificate Registrar is obligated so to register or qualify the
Class of Certificates to which the Transferred Certificates belong, and (c) no
Transferred Certificate may be resold or transferred unless it is (i) registered
pursuant to the Securities Act and registered or qualified pursuant any
applicable state securities laws or (ii) sold or transferred in transactions
which are exempt from such registration and qualification and the Certificate
Registrar has received either: (A) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
D-1 to the Pooling and Servicing Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached
either as Exhibit D-2A or as Exhibit D-2B to the Pooling and Servicing
Agreement; or (C) an opinion of counsel satisfactory to the Certificate
Registrar with respect to the availability of such exemption from registration
under the Securities Act, together with copies of the written certification(s)
from the transferor and/or transferee setting forth the facts surrounding the
transfer upon which such opinion is based.

     3. The Transferee understands that it may not sell or otherwise transfer
any Transferred Certificate except in compliance with the provisions of Section
3.3 of the Pooling and Servicing Agreement, which provisions it has carefully
reviewed.

     4. Transferee understands that each Transferred Certificate will bear the
following legends:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF
     ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR
     ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
     ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
     QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3
     OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
     SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL REVENUE CODE OF
     1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
     INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
     AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
     PROCEDURES DESCRIBED IN
<PAGE>

     SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     5. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Transferred Certificate,
any interest in any Transferred Certificate or any other similar security to any
person in any manner, (b) solicited any offer to buy or accept a pledge,
disposition or other transfer of any Transferred Certificate, any interest in
any Transferred Certificate or any other similar security from any person in any
manner, (c) otherwise approached or negotiated with respect to any Transferred
Certificate, any interest in any Certificate or any other similar security with
any person in any manner, (d) made any general solicitation by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in any Transferred Certificate or
any other similar security, which (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized or will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to any Transferred Certificate, any
interest in any Transferred Certificate or any other similar security.

     6. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

     7. The Transferee is an "accredited investor" as defined in any of
paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an
entity in which all of the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificate; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such
investment and can afford a complete loss of such investment.

                                            Very truly yours,



                                            ____________________________________
                                            (Transferee)

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________

<PAGE>

                                  EXHIBIT D-3A

                        FORM I OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]


[TRANSFEROR]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2001-TOP2, Class __
               (the "Certificates")

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
_____________________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of May __, 2001 (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001,
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as master servicer, GMAC
Commercial Mortgage Corporation, as special servicer, Lasalle Bank National
Association, as trustee, Wells Fargo Bank Minnesota, as paying agent and
certificate registrar and ABN AMRO Bank N.V., as fiscal agent. All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, that:

     1. The Transferee is acquiring the Transferred Certificate for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

     2. The Transferee understands that (a) the Certificates have not been and
will not be registered under the Securities Act or registered or qualified under
any applicable state securities laws, (b) none of the Depositor, the Trustee or
the Certificate Registrar is obligated so to register or qualify the
Certificates and (c) no interest in the Certificates may be sold or transferred
unless it is (i) registered pursuant to the Securities Act and registered or
qualified pursuant to any applicable state securities laws or (ii) sold or
transferred in transactions which are exempt from such registration and
qualification and the Certificate Owner desiring to effect such transfer has
received either (A) a certification from such Certificate Owner's prospective
transferee (substantially in the form attached to the Pooling and Servicing
Agreement) setting forth the facts surrounding the transfer or (B) an opinion of
counsel with respect to the availability of such exemption, together with copies
of the certification(s) from the transferor


<PAGE>

and/or transferee setting forth the facts surrounding the transfer upon which
such opinion is based.

     3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed.

     4. Transferee understands that the Transferred Certificate will bear
legends substantially to the following effect:

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

     5. Neither the Transferee nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a pledge, disposition or other
transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of any
Certificate under the Securities Act, would render the disposition of any
Certificate a violation of Section 5 of the Securities Act or any state
securities law or would require registration or qualification of any Certificate
pursuant thereto. The Transferee will not act, nor has it authorized or will it
authorize any person to act, in any manner set forth in the foregoing sentence
with respect to any Certificate, any interest in any Certificate or any similar
security.


<PAGE>

     6. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

     7. The Transferee is an institutional "accredited investor" as defined in
Rule 501(a) (1), (2), (3) or (7) under the Securities Act and has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Certificates; the Transferee has
sought such accounting, legal and tax advice as it has considered necessary to
make an informed investment decision; and the Transferee is able to bear the
economic risks of such an investment and can afford a complete loss of such
investment.

                                       Very truly yours,



                                       _________________________________________
                                       (Transferee)

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>

                                  EXHIBIT D-3B

                        FORM II OF TRANSFEREE CERTIFICATE
                          FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[TRANSFEROR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2001-TOP2, Class __ (the
          "Certificates")

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
_____________ ________ (the "Transferor") to ______________________ (the
"Transferee") of a Certificate (the "Transferred Certificate") having an initial
principal balance or notional amount as of May __, 2001 (the "Closing Date") of
$__________. The Certificates were issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of May 1, 2001,
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as master servicer, GMAC
Commercial Mortgage Corporation, as special servicer, Lasalle Bank National
Association, as trustee, Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent.
All terms used herein and not otherwise defined shall have the meanings set
forth in the Pooling and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you, and for the benefit of the Depositor, the
Certificate Registrar and the Trustee, that:

     1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933, as amended
(the "Securities Act"), and has completed one of the forms of certification to
that effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that
the sale to it is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Certificate for its own account or for the account of
a qualified institutional buyer, and understands that such Certificate or any
interest therein may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.

     2. The Transferee understands that (a) the Class of Certificates to which
the Transferred Certificate belongs have not been and will not be registered
under the Securities Act or registered or qualified under any applicable state
securities laws, (b) none of the Depositor, the Trustee or the Certificate
Registrar is obligated so to register or qualify the Certificates and (c) no
interest in the Certificates may be sold or transferred unless it is (i)
registered pursuant to the



<PAGE>

Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in transactions which are exempt
from such registration and qualification and the Certificate Owner desiring to
effect such transfer has received either (A) a certification from such
Certificate Owner's prospective transferee (substantially in the form attached
to the Pooling and Servicing Agreement) setting forth the facts surrounding the
transfer or (B) an opinion of counsel with respect to the availability of such
exemption, together with copies of the certification(s) from the transferor
and/or transferee setting forth the facts surrounding the transfer upon which
such opinion is based.

     3. The Transferee understands that it may not sell or otherwise transfer
any portion of its interest in the Transferred Certificate except in compliance
with the provisions of Section 3.3 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed.

     4. Transferee understands that the Transferred Certificate will bear
legends substantially to the following effect:

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
OR ANY INTEREST THEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.3 OF THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY
OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF,
AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED IN SECTION 3.3 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
<PAGE>


     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

                                           Very truly yours,


                                           _____________________________________
                                           (Transferee)

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>



                             ANNEX 1 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor"), and [name of Certificate Registrar] as Certificate Registrar,
with respect to the commercial mortgage pass-through certificate being
transferred (the "Transferred Certificate") as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"),
because (i) the Transferee owned and/or invested on a discretionary basis
$______________________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A) and (ii) the
Transferee satisfies the criteria in the category marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Certificate in the case of a U.S.
          bank, and not more than 18 months preceding such date of sale for a
          foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority having supervision over any
          such institutions or is a foreign savings and loan association or
          equivalent institution and (b) has an audited net worth of at least
          $25,000,000 as demonstrated in its latest



<PAGE>

          annual financial statements, a copy of which is attached hereto, as of
          a date not more than 16 months preceding the date of sale of the
          Certificate in the case of a U.S. savings and loan association, and
          not more than 18 months preceding such date of sale for a foreign
          savings and loan association or equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement income Security Act of
          1974, as amended.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)

                       __________________________________

                       __________________________________

                       __________________________________



     3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee, (ii) securities that are part
of an unsold allotment to or subscription by the Transferee, if the Transferee
is a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
participations, (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.
For purposes of determining the aggregate amount of securities owned and/or
invested on a discretionary basis by the Transferee, the Transferee did not
include any of the securities referred to in this paragraph.
<PAGE>

     4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

     5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificate are relying and will continue to rely on the statements made herein
because one or more sales to the Transferee may be in reliance on Rule 144A.

     ___      ___  Will the Transferee be purchasing the Transferred Certificate
     Yes      No   only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificate will constitute a reaffirmation of this certification as of the date
of such purchase. In addition, if the Transferee is a bank or savings and loan
as provided above, the Transferee agrees that it will furnish to such parties
any updated annual financial statements that become available on or before the
date of such purchase, promptly after they become available.


                                     ___________________________________________
                                     Print Name of Transferee

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________
                                     Date:______________________________________


<PAGE>

                             ANNEX 2 TO EXHIBIT D-3B

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor"), and for the benefit of the Depositor, the Certificate Registrar
and the Trustee, with respect to the commercial mortgage pass-through
certificate being transferred (the "Transferred Certificate") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificate (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in
Rule 144A under the Securities Act of 1933, as amended ("Rule 144A"), because
the Transferee is part of a Family of Investment Companies (as defined below),
is an executive officer of the investment adviser (the "Adviser").

     2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

          ____ The Transferee owned and/or invested on a discretionary basis
     $___________________ in securities (other than the excluded securities
     referred to below) as of the end of the Transferee's most recent fiscal
     year (such amount being calculated in accordance with Rule 144A).

          ____ The Transferee is part of a Family of Investment Companies which
     owned in the aggregate $______________ in securities (other than the
     excluded securities referred to below) as of the end of the Transferee's
     most recent fiscal year (such amount being calculated in accordance with
     Rule 144A).

     3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
<PAGE>

     4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities
owned but subject to a repurchase agreement and (vi) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, or owned by
the Transferee's Family of Investment Companies, the securities referred to in
this paragraph were excluded.

     5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

   ___      ___    Will the Transferee be purchasing the Transferred Certificate
   Yes      No     only for the Transferee's own account?

     6. If the answer to the foregoing question is "no", then in each case where
the Transferee is purchasing for an account other than its own, such account
belongs to a third party that is itself a "qualified institutional buyer" within
the meaning of Rule 144A, and the "qualified institutional buyer" status of such
third party has been established by the Transferee through one or more of the
appropriate methods contemplated by Rule 144A.

     7. The undersigned will notify the parties to which this certification is
made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificate will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                           _____________________________________
                                           Print Name of Transferee or Adviser

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                           IF AN ADVISER:

                                           _____________________________________
                                           Print Name of Transferee

                                           Date:________________________________

<PAGE>


                                   EXHIBIT E-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                  FOR TRANSFERS OF REMIC RESIDUAL CERTIFICATES

STATE OF                                    )
                                            ) ss:
COUNTY OF                                   )

     ____________________, being first duly sworn, deposes and says that:

     1. He/She is the ____________________ of ____________________ (the
prospective transferee (the "Transferee") of Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2001-TOP2, Class [R-I] [R-II] [R-III], evidencing a ____% Percentage Interest in
such Class (the "Residual Certificates")), a ________________ duly organized and
validly existing under the laws of ____________________, on behalf of which
he/she makes this affidavit. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and
Servicing Agreement as amended and restated pursuant to which the Residual
Certificates were issued (the "Pooling and Servicing Agreement").

     2. The Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account or for the account of another
prospective transferee from which it has received an affidavit in substantially
the same form as this affidavit. A "Permitted Transferee" is any Person other
than a "disqualified organization" or a possession of the United States. (For
this purpose, a "disqualified organization" means the United States, any state
or political subdivision thereof, any agency or instrumentality of any of the
foregoing (other than an instrumentality, all of the activities of which are
subject to tax and, except for the Federal Home Loan Mortgage Corporation, a
majority of whose board of directors is not selected by any such governmental
entity) or any foreign government, international organization or any agency or
instrumentality of such foreign government or organization, any rural electric
or telephone cooperative, or any organization (other than certain farmers'
cooperatives) that is generally exempt from federal income tax unless such
organization is subject to the tax on unrelated business taxable income.

     3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor or, if such transfer is through an agent (which
Person includes a broker, nominee or middleman) for a non-Permitted Transferee,
on the agent; (iii) that the Person otherwise liable for the tax shall be
relieved of liability for the tax if the transferee furnishes to such Person an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due

<PAGE>

with respect to the income on such residual interest, unless no significant
purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax.

     4. The Transferee is aware of the tax imposed on a "pass-through entity"
holding the Residual Certificates if at any time during the taxable year of the
pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

     5. The Transferee is aware that the Certificate Registrar will not register
any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

     6. The Transferee consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Residual Certificate will only be owned, directly
or indirectly, by a Permitted Transferee.

     7. The Transferee's taxpayer identification number is _________________.

     8. The Transferee has reviewed the provisions of Section 3.3(e) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(F) of Section 3.3(e)
which authorizes the Paying Agent or the Trustee to deliver payments on the
Residual Certificate to a Person other than the Transferee and clause (ii)(G) of
Section 3.3(e) which authorizes the Trustee to negotiate a mandatory sale of the
Residual Certificates, in either case, in the event that the Transferee holds
such Residual Certificates in violation of Section 3.3(e)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

     9. No purpose of the Transferee relating to its purchase or any sale of the
Residual Certificates is or will be to impede the assessment or collection of
any tax.

     10. The Transferee hereby represents to and for the benefit of the
transferor that the Transferee intends to pay any taxes associated with holding
the Residual Certificates as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Residual
Certificates.

     11. The Transferee will, in connection with any transfer that it makes of
the Residual Certificates, deliver to the Certificate Registrar a representation
letter substantially in the form of Exhibit E-2 to the Pooling and Servicing
Agreement in which it will represent and warrant, among other things, that it is
not transferring the Residual Certificates to impede the assessment or
collection of any tax and that it has at the time of such transfer conducted a
reasonable investigation of the financial condition of the proposed transferee
as contemplated by


<PAGE>

Treasury regulation Section 1.860E-1(c)(4)(i) and has satisfied the requirements
of such provision.

     12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

     13. The Transferee has computed any consideration paid to it to acquire the
Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate equal to the applicable Federal rate prescribed by Section 1274(d) of the
Code, compounded semi-annually.

     The Transferee has computed any consideration paid to it to acquire the
Class R Certificate in accordance with proposed U.S. Treasury Regulations
Sections 1.860E-1(c)(4)(iii) and 1.860E-1(c)(5) (or, after they have been
finalized, the final regulations) by computing present values using a discount
rate at least equal to the rate at which the Transferee regularly borrows, in
the ordinary course of its trade or business, substantial funds from unrelated
parties. The Transferee has provided all information necessary to demonstrate to
the transferor that it regularly borrows at such rate.

     The transfer of the Class R Certificate complies with Section 6 of Revenue
Procedure 2001-12 (the "Revenue Procedure"), 2001-3 I.R.B. 335 (January 16,
2001) (or comparable provisions of applicable final U.S. Treasury Regulations)
and, accordingly,

     (i) the Transferee is an "eligible corporation," as defined in Section
860L(a)(2) of the Code, as to which income from the Class R Certificate will
only be taxed in the United States;

     (ii) at the time of the transfer, and at the close of the Transferee's two
fiscal years preceding the year of the transfer, the Transferee had gross assets
for financial reporting purposes (excluding any obligation of a person related
to the Investor within the meaning of Section 860L(g) of the Code and excluding
any other asset if a principal purpose for holding or acquiring that asset is to
permit the Transferee to satisfy this Section 13(ii)) in excess of $100 million
and net assets in excess of $10 million;

     (iii) the Transferee will transfer the Class R Certificate only to another
"eligible corporation," as defined in Section 860(a)(2) of the Code, in a
transaction that satisfies the requirements of Section 4 of the Revenue
Procedure and the transfer is not to a foreign branch of such eligible
corporation or any other arrangement by which the Class R Certificate will be at
any time subject to net tax by a foreign country or possession of the United
States; and

     (iv) the Transferee determined the consideration paid to it to acquire the
Class R Certificate based on reasonable market assumptions (including, but not
limited to, borrowing and



<PAGE>

investment rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee) that it has
determined in good faith.

<PAGE>

     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its ____________________ and its corporate seal to be hereunto attached this day
of ___________, ____.


                                               [NAME OF TRANSFEREE]



                                               By:______________________________
                                                    [Name of Officer]
                                                    [Title of Officer]

<PAGE>

                                   EXHIBIT E-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

                                                           _______________, 20__

Wells Fargo Bank Minnesota, National Association,
  as Certificate Registrar
Norwest Center
6th and Marquette
Minneapolis, MN  55479

Attention:        Corporate Trust Services
                  (CMBS) MAC #N9309-121

         Re:      Bear Stearns Commercial Mortgage Securities Inc., Commercial
                  Mortgage Pass-Through Certificates, Series 2001-TOP2 (the
                  "Certificates")

Dear Sirs:

     This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
[Class R-I] [Class R-II] [Class R-III] Certificates evidencing a ____%
Percentage Interest in such Class (the "Residual Certificates"). The
Certificates, including the Residual Certificates, were issued pursuant to the
Pooling and Servicing Agreement, dated as of May 1, 2001 (the "Pooling and
Servicing Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.,
as Depositor, Wells Fargo Bank, National Association, as Master Servicer, GMAC
Commercial Mortgage Corporation, as special servicer, Lasalle Bank National
Association, as trustee, Wells Fargo Bank Minnesota, National Association, as
paying agent and certificate registrar and ABN AMRO Bank N.V., as fiscal agent.
All capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

     1. No purpose of the Transferor relating to the transfer of the Residual
Certificates by the Transferor to the Transferee is or will be to impede the
assessment or collection of any tax.

     2. The Transferor understands that the Transferee has delivered to you a
Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

     3. The Transferor has at the time of this transfer conducted a reasonable
investigation of the financial condition of the Transferee as contemplated by
Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant

<PAGE>

evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be respected for United States income tax
purposes (and the Transferor may continue to be liable for United States income
taxes associated therewith) unless the Transferor has conducted such an
investigation.

     4. The Transferor does not know and has no reason to know that the
Transferee will not honor the restrictions on subsequent transfers by the
Transferee under the Transfer Affidavit and Agreement, delivered in connection
with this transfer.

                                        Very truly yours,



                                        ___________________________________
                                        (Transferor)
                                        By:________________________________
                                        Name:______________________________
                                        Title:_____________________________


<PAGE>

                                    EXHIBIT F

                        FORM OF REGULATION S CERTIFICATE


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 2001-TOP2, CLASS (THE "CERTIFICATES")

TO:      Morgan Guaranty Trust Company
                  of New York, Brussels Office
                  Euroclear Operation Center
                           or
                  CEDEL, S.A.

     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Certificates held by you or on your behalf for our
account are beneficially owned by (a) non -U.S person(s) or (b) U.S. person(s)
who purchased the Certificates in transactions which did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act. To the extent that
we hold an interest in any of the Certificates on behalf of person(s) other than
ourselves, we have received certifications from such person(s) substantially
identical to the certifications set forth herein.

     We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Certificates
held by you or on your behalf for our account in accordance with your operating
procedures if any applicable statement herein is not correct on such date, and
in the absence of any such notification it may be assumed that this
certification applies as of such date.

     This certification excepts and does not relate to $__________ of such
beneficial interest in the above Certificates in respect of which we are not
able to certify and as to which we understand the exercise of any rights to
payments thereon and the exchange for definitive Certificates or for an interest
in definitive Certificates in global form cannot be made until we do so certify.
<PAGE>

     We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, 2001

                                   By: _________________________________________
                                   As, or as agent for, the beneficial owner(s)
                                   of the Certificates to which this certificate
                                   relates.
<PAGE>






                                    EXHIBIT G

                       FORM OF PRIMARY SERVICING AGREEMENT



                            [Available Upon Request]



<PAGE>

                                    EXHIBIT H

                         FORM OF EXCHANGE CERTIFICATION


                               __________ __, 200_


TO:      The Depository Trust Company

         CEDEL BANK, S. A. or
         Morgan Guaranty Trust Company
                  of New York, Brussels Office
                  Euroclear Operation Center

         Wells Fargo Bank, National Association, as Master Servicer

         Wells Fargo Bank Minnesota, National Association,
             as Certificate Registrar

         LaSalle Bank National Association,
             as Trustee


     This is to notify you as to the transfer of the beneficial interest in
$_______________ of Bear Stearns Commercial Mortgage Securities Inc. Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP2, Class __(the
"Certificates").

     The undersigned is the owner of a beneficial interest in the Class __ [Rule
144A-IAI Global Certificate] [Regulation S Global Certificate] and requests that
on [INSERT DATE], (i) [Euroclear] [CEDEL] [DTC] debit account #__________, with
respect to $__________ principal denomination of the Class __ [Rule 144A-IAI
Global Certificate] [Regulation S Global Certificate] and (ii) [DTC] [Euroclear]
[CEDEL] credit the beneficial interest of the below-named purchaser, account
#__________, in the Class __ [Rule 144A-IAI Global Certificate] [Regulation S
Global Certificate] in the same principal denomination as follows:

     Name:
     Address:
     Taxpayer I D. No.:

     The undersigned hereby represents that this transfer is being made in
accordance with an exemption from the provisions of Section 5 of the United
States Securities Act of 1933, as amended (the "Securities Act"), which
representation is based upon the reasonable belief that the purchaser is [not a
U.S. Person as defined in Regulation S under the Securities Act][a "qualified
institutional buyer," as defined in Rule 144A under the Securities Act, and that
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption


<PAGE>

from the registration requirements of the Securities Act provided by Rule 144A
and, if the purchaser has purchased the Certificates for one or more accounts
for which it is acting as fiduciary or agent, each such account is a qualified
institutional buyer or an institutional "accredited investor" within the meaning
of Rule 501(a)(1), (2), (3) or (7) of Regulation D of the 1933 Act][an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act and in accordance with any applicable
securities laws of any state of the United States and, if the purchaser has
purchased the Certificates for one or more accounts for which it is acting as
fiduciary or agent, each such account is a qualified institutional buyer or an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D of the 1933 Act] and that the purchaser is acquiring
beneficial interests in the applicable Certificate1 for its own account or for
one or more institutional accounts for which it is acting as fiduciary or agent
in a minimum amount equivalent to not less than U.S.[$25,000] [$100,000] and
integral multiples of U.S. $1 in excess thereof for each such account.

                                        Very truly yours,

                                        [NAME OF HOLDER OF CERTIFICATE]


                                        By: ____________________________________
                                              [Name], [Chief Financial
                                              or other Executive Officer]












_____________________
1 [NOTE: INFORMATION PROVIDED ABOVE WITH RESPECT TO PURCHASER AND THE FOREGOING
         REPRESENTATION MUST BE PROVIDED TO THE CERTIFICATE REGISTRAR UPON ANY
         TRANSFER OF CERTIFICATES IF THE CERTIFICATES ARE NO LONGER HELD IN
         GLOBAL FORM.]


<PAGE>
                                   EXHIBIT I

                     FORM OF EUROCLEAR OR CEDEL CERTIFICATE


                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                  SERIES 2001-TOP2, CLASS (THE "CERTIFICATES")


TO:  Wells Fargo Bank Minnesota, National Association, as Certificate Registrar
     Attn:  Corporate Trust Services (CMBS) MAC #N9309-121

     LaSalle Bank National Association, as Trustee
     Attn: Asset Backed Securities Trust Services Group
                Bear Stearns Commercial Mortgage Securities Inc.
                Commercial Mortgage Pass-Through Certificates,
                Series 2001-TOP2


     This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member organizations
appearing in our records as persons being entitled to a portion of the principal
amount of the Certificates set forth below (our "Member Organizations")
substantially to the effect set forth in the Pooling and Servicing Agreement
dated as of May 1, 2001 (the "Pooling and Servicing Agreement") among both of
you, Bear Stearns Commercial Mortgage Securities Inc., ABN AMRO Bank N.V., GMAC
Commercial Mortgage Corporation, and Wells Fargo Bank, National Association,
U.S. $__________ principal amount of the above-captioned Certificates held by us
or on our behalf are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Certificates in transactions that did not require
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"). As used in this paragraph, the term "U.S. person" has the
meaning given to it by Regulation S under the Securities Act.

     We further certify that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any interest in the
Certificates identified above are no longer true and cannot be relied upon as of
the date hereof.

     [On Release Date: We hereby acknowledge that no portion of the Class __
Regulation S Temporary Global Certificate shall be exchanged for an interest in
the Class __ Regulation S Permanent Global Certificate (as each such term is
defined in the Pooling and Servicing Agreement) with respect to the portion
thereof for which we have not received the applicable certifications from our
Member Organizations.]

     [Upon any payments under the Regulation S Temporary Global Certificate: We
hereby agree to hold (and return to the Trustee upon request) any payments
received by us on the Class __ Regulation S Temporary Global Certificate (as
defined in the Pooling and Servicing
<PAGE>


Agreement) with respect to the portion thereof for which we have not received
the applicable certifications from our Member Organizations.]

     We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:

                                  [MORGAN GUARANTY TRUST COMPANY
                                  OF NEW YORK, Brussels office,
                                  as operator of the Euroclear
                                  System]

                                           or

                                  [CEDEL BANK, S.A.]



                                  By: __________________________________________
<PAGE>




                                    EXHIBIT J

              LIST OF LOANS TO WHICH EXCESS SERVICING FEES ARE PAID

                            [AVAILABLE UPON REQUEST]




<PAGE>

                                   EXHIBIT K-1

                          FORM OF PURCHASE AGREEMENT I

                            [Available Upon Request]


<PAGE>



                                   EXHIBIT K-2

                          FORM OF PURCHASE AGREEMENT II

                            [Available Upon Request]


<PAGE>


                                   EXHIBIT K-3

                         FORM OF PURCHASE AGREEMENT III

                            [Available Upon Request]

<PAGE>




                                   EXHIBIT K-4

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT IV

                            [Available Upon Request]

<PAGE>
                                   EXHIBIT K-5

                   FORM OF MORTGAGE LOAN PURCHASE AGREEMENT V

                            [Available Upon Request]



<PAGE>



                                    EXHIBIT L

                            FORM OF INSPECTION REPORT

                           [Available At CMSA Website]


<PAGE>



                                    EXHIBIT M

                    FORM OF MONTHLY CERTIFICATEHOLDER REPORT

                    SUBSTANTIALLY SIMILAR TO THE INFORMATION

                      REPEATED IN THE FORM OF STATEMENT TO

                            CERTIFICATEHOLDERS IN THE

                              PROSPECTUS SUPPLEMENT

<PAGE>


                                    EXHIBIT N

                   FORM OF OPERATING STATEMENT ANALYSIS REPORT

                           [Available At CMSA Website]


<PAGE>


                                    EXHIBIT O

                     FORM OF SPECIAL SERVICER MONTHLY REPORT

                           [Available At CMSA Website]



<PAGE>



                                    EXHIBIT P

                                    RESERVED









<PAGE>








                                    EXHIBIT Q

                                   [RESERVED]

<PAGE>






                                    EXHIBIT R

                                    RESERVED









<PAGE>









                                  EXHIBIT S-1

                  FORM OF POWER OF ATTORNEY FOR MASTER SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

WELLS FARGO BANK, N.A.
555 Montgomery Street, 17th Floor
San Francisco, CA  94111
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2001-TOP2

                    Space above this line for Recorder's use
--------------------------------------------------------------------------------


                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


     KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION, as
trustee for Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP2 ("Trustee"), under that
certain Pooling and Servicing Agreement dated as of May 1, 2001 (the "Pooling
and Servicing Agreement"), does hereby nominate, constitute and appoint WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer under the Pooling and
Servicing Agreement ("Wells Fargo Bank"), as its true and lawful
attorney-in-fact for it and in its name, place, stead and for its use and
benefit:

     To perform any and all acts which may be necessary or appropriate to enable
Wells Fargo Bank to service and administer the Mortgage Loans (as defined in the
Pooling and Servicing Agreement) in connection with the performance by Wells
Fargo Bank of its duties as Master Servicer under the Pooling and Servicing
Agreement, giving and granting unto Wells Fargo Bank full power and authority to
do and perform any and every act necessary, requisite, or proper in connection
with the foregoing and hereby ratifying, approving or confirming all that Wells
Fargo Bank shall lawfully do or cause to be done by virtue hereof.


<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of __________, 2001.


                       LASALLE BANK NATIONAL ASSOCIATION, as trustee for Bear
                       Stearns Commercial Mortgage Securities Inc., Commercial
                       Mortgage Pass-Through Certificates, Series 2001-TOP2



                       By: _____________________________________________________
                       Name:____________________________________________________
                       Title: __________________________________________________







<PAGE>



                          ALL-PURPOSE ACKNOWLEDGEMENT



                                        )
                                        )
                                        )


 On ____________________________ before me, ____________________________________
             Date                           Name and Title of Officer (i.e.,
                                            Your Name, Notary Public)


 personally appeared ___________________________________________________________
                                    Name(s) of Document Signer(s)

________________________________________________________________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

     WITNESS my hand and official seal.



     ____________________________________________
             Signature of Notary





                                           (Affix seal in the above blank space)

<PAGE>

                                   EXHIBIT S-2

                 FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER

RECORDING REQUESTED BY:
WELLS FARGO BANK, N.A.

AND WHEN RECORDED MAIL TO:

GMAC COMMERCIAL MORTGAGE CORPORATION
550 California Street, 12th Floor
San Francisco, CA  94104
Attention:Commercial Mortgage Pass-
   Through Certificates Series 2001-TOP2


                    Space above this line for Recorder's use
--------------------------------------------------------------------------------

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)


     KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL ASSOCIATION, as
trustee for Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2001-TOP2 ("Trustee"), under that
certain Pooling and Servicing Agreement dated as of May 1, 2002 (the "Pooling
and Servicing Agreement"), does hereby nominate, constitute and appoint GMAC
COMMERCIAL MORTGAGE CORPORATION, as Special Servicer under the Pooling and
Servicing Agreement ("GMAC"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

     To perform any and all acts which may be necessary or appropriate to enable
GMAC to service and administer the Mortgage Loans (as defined in the Pooling and
Servicing Agreement) in connection with the performance by GMAC of its duties as
Special Servicer under the Pooling and Servicing Agreement, giving and granting
unto GMAC full power and authority to do and perform any and every act
necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that GMAC shall lawfully do or cause to
be done by virtue hereof.

                                     S-2-1
<PAGE>





     IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this ___ day of May, 2001.

                     LASALLE BANK NATIONAL ASSOCIATION, as trustee for Bear
                     Stearns Commercial Mortgage Securities Inc., Commercial
                     Mortgage Pass-Through Certificates, Series 2001-TOP2



                     By: _______________________________________________________
                     Name:______________________________________________________
                     Title: ____________________________________________________












                                     S-2-2

<PAGE>


                           ALL-PURPOSE ACKNOWLEDGEMENT



                                        )
                                        )
                                        )


 On ____________________________ before me, ____________________________________
                         Date               Name and Title of Officer (i.e.,
                                            Your Name, Notary Public)


personally appeared_____________________________________________________________
                                    Name(s) of Document Signer(s)

________________________________________________________________________________
personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

    WITNESS my hand and official seal.



    ____________________________________________
                 Signature of Notary





                                           (Affix seal in the above blank space)




                                      S-2-3

<PAGE>


                                    EXHIBIT T

                 FORM OF DEBT SERVICE COVERAGE RATIO PROCEDURES

     "Debt Service Coverage Ratios" generally means the ratio of "Underwritable
Cash Flow" estimated to be produced by the related Mortgaged Property to the
annualized amount of debt service payable under that Mortgage Loan.
"Underwritable Cash Flow" in each case is an estimate of stabilized cash flow
available for debt service. In general, it is the estimated stabilized revenue
derived from the use and operation of a Mortgaged Property (consisting primarily
of rental income) less the sum of (a) estimated stabilized operating expenses
(such as utilities, administrative expenses, repairs and maintenance, management
fees and advertising), (b) fixed expenses (such as insurance, real estate taxes
and, if applicable, ground lease payments) and (c) capital expenditures and
reserves for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritable Cash Flow generally does not reflect interest
expenses and non-cash items such as depreciation and amortization. In
determining Underwritable Cash Flow for a Mortgaged Property, the Master
Servicer may rely on rent rolls and other generally unaudited financial
information provided by the respective borrowers and may estimate cash flow
taking into account historical financial statements, material changes in the
operating position of the Mortgaged Property, and estimated capital
expenditures, leasing commissions and tenant improvement reserves. The Master
Servicer may make certain changes to operating statements and operating
information obtained from the respective borrowers.

<PAGE>



                                    EXHIBIT U

       [Form of Assignment and Assumption Submission to Special Servicer]

                 [Available Upon Request from Special Servicer]

<PAGE>



                                    EXHIBIT V

     [Form of Additional Lien, Monetary Encumbrance and Mezzanine Financing
                  Submission Package to the Special Services]

                 [Available Upon Request from Special Servicer]

<PAGE>


                                    EXHIBIT W

                          [Restricted Servicer Reports]

                         [Available on the CMSA Website]


<PAGE>

                                    EXHIBIT X

                         [Unrestricted Servicer Reports]

                         [Available on the CMSA Website]

<PAGE>

                                    EXHIBIT Y

                             [Investor Certificate]

                   [Available Upon Request from Paying Agent]

<PAGE>

                                    EXHIBIT Z

                        Form of Notice and Certification





<PAGE>

                                     FORM OF

                            NOTICE AND CERTIFICATION
                      REGARDING DEFEASANCE OF MORTGAGE LOAN

   FOR LOANS HAVING BALANCE OF (A) $5,000,000 OR LESS, OR (B) LESS THAN 1%
                 OF OUTSTANDING POOL BALANCE, WHICHEVER IS LESS



To:      Standard & Poor's Ratings Services
         55 Water Street
         New York, New York 10041
         Attn:  Commercial Mortgage Surveillance

From:    _____________________________________, in its capacity
         as Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of __________________ (the "Pooling and Servicing Agreement"),
         among the Servicer, __________________as Trustee, and others.

Date:    _________, 20___

Re:      _______________________________________.
         Commercial Mortgage Pass-Through Certificates
         Series ___________

     Mortgage Loan (the "Mortgage Loan") identified by loan number _____ on the
Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and
heretofore secured by the Mortgaged Properties identified on the Mortgage Loan
Schedule by the following names:____________________


     Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement. [NOTE: ALL TERMS IN THIS
CERTIFICATION MUST BE CONFORMED TO TERMS USED IN THE POOLING AND SERVICING
AGREEMENT]

     As Servicer under the Pooling and Servicing Agreement, we hereby:

          1.        NOTIFY YOU THAT THE MORTGAGOR HAS
             CONSUMMATED A DEFEASANCE OF THE MORTGAGE LOAN
             PURSUANT TO THE TERMS OF THE MORTGAGE LOAN, OF THE
             TYPE CHECKED BELOW:

                    ____ a full defeasance of the payments scheduled to be due
                         in respect of the entire Principal Balance of the
                         Mortgage Loan; or

                                     S-2-2
<PAGE>

                    ____ a partial defeasance of the payments scheduled to be
                         due in respect of a portion of the Principal Balance of
                         the Mortgage Loan that represents ___% of the entire
                         Principal Balance of the Mortgage Loan and, under the
                         Mortgage, has an allocated loan amount of $____________
                         or _______% of the entire Principal Balance;

          2.      CERTIFY THAT EACH OF THE FOLLOWING IS TRUE, SUBJECT TO THOSE
               EXCEPTIONS SET FORTH WITH EXPLANATORY NOTES ON EXHIBIT A HERETO,
               WHICH EXCEPTIONS THE SERVICER HAS DETERMINED, CONSISTENT WITH THE
               SERVICING STANDARD, WILL HAVE NO MATERIAL ADVERSE EFFECT ON THE
               MORTGAGE LOAN OR THE DEFEASANCE TRANSACTION:

               A.       THE MORTGAGE LOAN DOCUMENTS PERMIT THE DEFEASANCE, AND
                    THE TERMS AND CONDITIONS FOR DEFEASANCE SPECIFIED THEREIN
                    WERE SATISFIED IN ALL MATERIAL RESPECTS IN COMPLETING THE
                    DEFEASANCE.

               B.       THE DEFEASANCE WAS CONSUMMATED ON __________, 20__.

               C.        THE DEFEASANCE COLLATERAL CONSISTS OF SECURITIES THAT
                    (I) CONSTITUTE "GOVERNMENT SECURITIES" AS DEFINED IN SECTION
                    2(A)(16) OF THE INVESTMENT COMPANY ACT OF 1940 AS AMENDED
                    (15 U.S.C. 80A-1), (II) ARE LISTED AS "QUALIFIED INVESTMENTS
                    FOR `AAA' FINANCINGS" UNDER PARAGRAPHS 1, 2 OR 3 OF "CASH
                    FLOW APPROACH" IN STANDARD & POOR'S PUBLIC FINANCE CRITERIA
                    2000, AS AMENDED TO THE DATE OF THE DEFEASANCE, (III) ARE
                    RATED `AAA' BY STANDARD & POOR'S, (IV) IF THEY INCLUDE A
                    PRINCIPAL OBLIGATION, THE PRINCIPAL DUE AT MATURITY CANNOT
                    VARY OR CHANGE, AND (V) ARE NOT SUBJECT TO PREPAYMENT, CALL
                    OR EARLY REDEMPTION. SUCH SECURITIES HAVE THE
                    CHARACTERISTICS SET FORTH BELOW:

                       CUSIP RATE MAT PAY DATES ISSUED

                                     S-2-3
<PAGE>


               D.       THE SERVICER RECEIVED AN OPINION OF COUNSEL (FROM
                    COUNSEL APPROVED BY SERVICER IN ACCORDANCE WITH THE
                    SERVICING STANDARD) THAT THE DEFEASANCE WILL NOT RESULT IN
                    AN ADVERSE REMIC EVENT.

               E.       THE SERVICER DETERMINED THAT THE DEFEASANCE COLLATERAL
                    WILL BE OWNED BY AN ENTITY (THE "DEFEASANCE OBLIGOR") AS TO
                    WHICH ONE OF THE STATEMENTS CHECKED BELOW IS TRUE:

                    ____ the related Mortgagor was a Single-Purpose Entity (as
                         defined in Standard & Poor's Structured Finance Ratings
                         Real Estate Finance Criteria, as amended to the date of
                         the defeasance (the "S&P Criteria")) as of the date of
                         the defeasance, and after the defeasance owns no assets
                         other than the defeasance collateral and real property
                         securing Mortgage Loans included in the pool.

                    ____ the related Mortgagor designated a Single-Purpose
                         Entity (as defined in the S&P Criteria) to own the
                         defeasance collateral; or

                    ____ the Servicer designated a Single-Purpose Entity (as
                         defined in the S&P Criteria) established for the
                         benefit of the Trust to own the defeasance collateral.


                                     S-2-4
<PAGE>


               F.       THE SERVICER RECEIVED A BROKER OR SIMILAR CONFIRMATION
                    OF THE CREDIT, OR THE ACCOUNTANT'S LETTER DESCRIBED BELOW
                    CONTAINED STATEMENTS THAT IT REVIEWED A BROKER OR SIMILAR
                    CONFIRMATION OF THE CREDIT, OF THE DEFEASANCE COLLATERAL TO
                    AN ELIGIBLE ACCOUNT (AS DEFINED IN THE S&P CRITERIA) IN THE
                    NAME OF THE DEFEASANCE OBLIGOR, WHICH ACCOUNT IS MAINTAINED
                    AS A SECURITIES ACCOUNT BY THE TRUSTEE ACTING AS A
                    SECURITIES INTERMEDIARY.

               G.       AS SECURITIES INTERMEDIARY, TRUSTEE IS OBLIGATED TO MAKE
                    THE SCHEDULED PAYMENTS ON THE MORTGAGE LOAN FROM THE
                    PROCEEDS OF THE DEFEASANCE COLLATERAL DIRECTLY TO THE
                    SERVICER'S COLLECTION ACCOUNT IN THE AMOUNTS AND ON THE
                    DATES SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS OR, IN A
                    PARTIAL DEFEASANCE, THE PORTION OF SUCH SCHEDULED PAYMENTS
                    ATTRIBUTED TO THE ALLOCATED LOAN AMOUNT FOR THE REAL
                    PROPERTY DEFEASED, INCREASED BY ANY DEFEASANCE PREMIUM
                    SPECIFIED IN THE MORTGAGE LOAN DOCUMENTS (THE "SCHEDULED
                    PAYMENTS").

                                     S-2-5
<PAGE>

               H.       THE SERVICER RECEIVED FROM THE MORTGAGOR WRITTEN
                    CONFIRMATION FROM A FIRM OF INDEPENDENT CERTIFIED PUBLIC
                    ACCOUNTANTS, WHO WERE APPROVED BY SERVICER IN ACCORDANCE
                    WITH THE SERVICING STANDARD, STATING THAT (I) REVENUES FROM
                    PRINCIPAL AND INTEREST PAYMENTS MADE ON THE DEFEASANCE
                    COLLATERAL (WITHOUT TAKING INTO ACCOUNT ANY EARNINGS ON
                    REINVESTMENT OF SUCH REVENUES) WILL BE SUFFICIENT TO TIMELY
                    PAY EACH OF THE SCHEDULED PAYMENTS AFTER THE DEFEASANCE
                    INCLUDING THE PAYMENT IN FULL OF THE MORTGAGE LOAN (OR THE
                    ALLOCATED PORTION THEREOF IN CONNECTION WITH A PARTIAL
                    DEFEASANCE) ON ITS MATURITY DATE (OR, IN THE CASE OF AN ARD
                    LOAN, ON ITS ANTICIPATED REPAYMENT DATE), (II) THE REVENUES
                    RECEIVED IN ANY MONTH FROM THE DEFEASANCE COLLATERAL WILL BE
                    APPLIED TO MAKE SCHEDULED PAYMENTS WITHIN FOUR (4) MONTHS
                    AFTER THE DATE OF RECEIPT, AND (III) INTEREST INCOME FROM
                    THE DEFEASANCE COLLATERAL TO THE DEFEASANCE OBLIGOR IN ANY
                    CALENDAR OR FISCAL YEAR WILL NOT EXCEED SUCH DEFEASANCE
                    OBLIGOR'S INTEREST EXPENSE FOR THE MORTGAGE LOAN (OR THE
                    ALLOCATED PORTION THEREOF IN A PARTIAL DEFEASANCE) FOR SUCH
                    YEAR.

               I.       THE SERVICER RECEIVED OPINIONS FROM COUNSEL, WHO WERE
                    APPROVED BY SERVICER IN ACCORDANCE WITH THE SERVICING
                    STANDARD, THAT (I) THE AGREEMENTS EXECUTED BY THE MORTGAGOR
                    AND/OR THE DEFEASANCE OBLIGOR IN CONNECTION WITH THE
                    DEFEASANCE ARE ENFORCEABLE AGAINST THEM IN ACCORDANCE WITH
                    THEIR TERMS, AND (II) THE TRUSTEE WILL HAVE A PERFECTED,
                    FIRST PRIORITY SECURITY INTEREST IN THE DEFEASANCE
                    COLLATERAL DESCRIBED ABOVE.


                                     S-2-6
<PAGE>

               J.      THE AGREEMENTS EXECUTED IN CONNECTION WITH THE DEFEASANCE
                    (I) PERMIT REINVESTMENT OF PROCEEDS OF THE DEFEASANCE
                    COLLATERAL ONLY IN PERMITTED INVESTMENTS (AS DEFINED IN THE
                    S&P CRITERIA), (II) PERMIT RELEASE OF SURPLUS DEFEASANCE
                    COLLATERAL AND EARNINGS ON REINVESTMENT TO THE DEFEASANCE
                    OBLIGOR OR THE MORTGAGOR ONLY AFTER THE MORTGAGE LOAN HAS
                    BEEN PAID IN FULL, IF ANY SUCH RELEASE IS PERMITTED, (III)
                    PROHIBIT ANY SUBORDINATE LIENS AGAINST THE DEFEASANCE
                    COLLATERAL, AND (IV) PROVIDE FOR PAYMENT FROM SOURCES OTHER
                    THAN THE DEFEASANCE COLLATERAL OR OTHER ASSETS OF THE
                    DEFEASANCE OBLIGOR OF ALL FEES AND EXPENSES OF THE
                    SECURITIES INTERMEDIARY FOR ADMINISTERING THE DEFEASANCE AND
                    THE SECURITIES ACCOUNT AND ALL FEES AND EXPENSES OF
                    MAINTAINING THE EXISTENCE OF THE DEFEASANCE OBLIGOR.

               K.      THE ENTIRE PRINCIPAL BALANCE OF THE MORTGAGE LOAN AS OF
                    THE DATE OF DEFEASANCE WAS $___________ [$5,000,000 OR LESS
                    OR LESS THAN ONE PERCENT OF POOL BALANCE, WHICHEVER IS LESS]
                    WHICH IS LESS THAN 1% OF THE AGGREGATE CERTIFICATE BALANCE
                    OF THE CERTIFICATES AS OF THE DATE OF THE MOST RECENT PAYING
                    AGENT'S MONTHLY CERTIFICATEHOLDER REPORT RECEIVED BY US (THE
                    "CURRENT REPORT").

               L.      THE DEFEASANCE DESCRIBED HEREIN, TOGETHER WITH ALL PRIOR
                    AND SIMULTANEOUS DEFEASANCES OF MORTGAGE LOANS, BRINGS THE
                    TOTAL OF ALL FULLY AND PARTIALLY DEFEASED MORTGAGE LOANS TO
                    $__________________, WHICH IS _____% OF THE AGGREGATE
                    CERTIFICATE BALANCE OF THE CERTIFICATES AS OF THE DATE OF
                    THE CURRENT REPORT.

          3.      CERTIFY THAT, IN ADDITION TO THE FOREGOING, SERVICER HAS
               IMPOSED SUCH ADDITIONAL CONDITIONS TO THE DEFEASANCE, SUBJECT TO
               THE LIMITATIONS IMPOSED BY THE MORTGAGE LOAN DOCUMENTS, AS ARE
               CONSISTENT WITH THE SERVICING STANDARD.


                                     S-2-7
<PAGE>

          4.      CERTIFY THAT EXHIBIT B HERETO IS A LIST OF THE MATERIAL
               AGREEMENTS, INSTRUMENTS, ORGANIZATIONAL DOCUMENTS FOR THE
               DEFEASANCE OBLIGOR, AND OPINIONS OF COUNSEL AND INDEPENDENT
               ACCOUNTANTS EXECUTED AND DELIVERED IN CONNECTION WITH THE
               DEFEASANCE DESCRIBED ABOVE AND THAT ORIGINALS OR COPIES OF SUCH
               AGREEMENTS, INSTRUMENTS AND OPINIONS HAVE BEEN TRANSMITTED TO THE
               TRUSTEE FOR PLACEMENT IN THE RELATED MORTGAGE FILE OR, TO THE
               EXTENT NOT REQUIRED TO BE PART OF THE RELATED MORTGAGE FILE, ARE
               IN THE POSSESSION OF THE SERVICER AS PART OF THE SERVICER'S
               MORTGAGE FILE.

          5.      CERTIFY AND CONFIRM THAT THE DETERMINATIONS AND CERTIFICATIONS
               DESCRIBED ABOVE WERE RENDERED IN ACCORDANCE WITH THE SERVICING
               STANDARD SET FORTH IN, AND THE OTHER APPLICABLE TERMS AND
               CONDITIONS OF, THE POOLING AND SERVICING AGREEMENT.

          6.      CERTIFY THAT THE INDIVIDUAL UNDER WHOSE HAND THE SERVICER HAS
               CAUSED THIS NOTICE AND CERTIFICATION TO BE EXECUTED DID
               CONSTITUTE A SERVICING OFFICER AS OF THE DATE OF THE DEFEASANCE
               DESCRIBED ABOVE.

          7.       AGREE TO PROVIDE COPIES OF ALL ITEMS LISTED IN EXHIBIT B TO
               YOU UPON REQUEST.

     IN WITNESS WHEREOF, the Servicer has caused this Notice and Certification
to be executed as of the date captioned above.

                                        SERVICER:_______________________________


                                        By:_____________________________________
                                             Name:
                                             Title:




                                     S-2-8
<PAGE>

                                   EXHIBIT AA

                       Form of Primary Servicing Agreement
                                  (Wells Fargo)



                            [Available Upon Request]
<PAGE>



                                   SCHEDULE I

                               JHREF LOAN SCHEDULE


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                  AGGREGATE
 LOAN                                               CUT-OFF      MORTGAGE    MONTHLY       NOTE     ORIG. TERM
  NO.   SELLER  PROPERTY NAME                     DATE BALANCE     RATE      PAYMENT       DATE       (MOS)
--------------------------------------------------------------------------------------------------------------
<S>     <C>     <C>                               <C>             <C>     <C>         <C>            <C>
  21    JHREF   Bel-Air Apartments                $15,891,425     8.030%  $118,265.46 12/14/1999     120
  25    JHREF   499 Seventh Avenue                $13,738,294     7.270%  $105,084.42 12/22/1997      84
  57    JHREF   Hollister Shopping Center          $7,404,552     7.510%   $56,952.42 07/07/1998     240
  62    JHREF   1725 K Street, N.W.                $6,940,768     8.500%   $59,586.80 11/11/1996     240
  67    JHREF   Buckingham Place Apartment Complex $6,537,745     7.010%   $44,620.27 10/12/1998     180
  73    JHREF   Kingstowne E, F & G                $6,012,649     7.100%   $44,929.79 06/01/1998     180
  76    JHREF   Village Plaza Shopping Center      $5,438,343     8.625%   $47,192.75 09/25/1996     120
  77    JHREF   Dominick's Grocery Store Property  $5,424,998     7.625%   $50,828.36 03/01/1996     240
  85    JHREF   Bed Bath & Beyond                  $5,109,063     8.250%   $60,148.70 12/26/1996     180
  90    JHREF   Johnson Controls                   $4,978,091     7.960%   $38,589.69 12/27/2000     126
<CAPTION>


               ORIG.                       PREPAYMENT DESCRIPTION                                    MASTER
  REM. TERM   AMORT.              LOCKOUT                                     YM      ADMIN. COST   SERV. FEE
    (MOS)      (MOS)   SEASONING   PERIOD  DEF  DEF/YM1   YM1   YM   OPEN   FORMULA   RATE (BPS)   RATE (BPS)
---------------------------------------------------------------------------------------------------------------
     <S>        <C>       <C>        <C>                  <C>         <C>                <C>          <C>
     104        360       16         47                   69          4        C         14.25        2.00
     44         300       40         24                         57    3        E         14.25        2.00
     207        300       33         69    167                        4                  14.25        2.00
     187        300       53         36                   200         4        H         14.25        2.00
     150        360       30         59                   118         3        C         14.25        2.00
     146        300       34         60                   117         3        H         14.25        2.00
     66         300       54         60                   56          4        I         14.25        2.00
     179        240       61         84                   155         1        J         14.25        2.00
     128        180       52         84                   92          4        L         14.25        2.00
     122        360        4         59                   64          3        C         14.25        2.00

<CAPTION>


------------------------------------------------------------
  PRIMARY    MASTER EXCESS   PRIMARY EXCESS     TRUSTEE
 SERV. FEE     SERV. FEE       SERV. FEE          FEE
 RATE (BPS)    RATE (BPS)      RATE (BPS)      RATE (BPS)
------------------------------------------------------------
    <S>           <C>             <C>             <C>
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
    1.00          3.00            8.00            0.25
</TABLE>


<PAGE>

                                   SCHEDULE II

                            WELLS FARGO LOAN SCHEDULE



<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                               AGGREGATE
 LOAN                                                           CUT-OFF     MORTGAGE    MONTHLY       NOTE     ORIG. TERM
  NO.   SELLER     PROPERTY NAME                              DATE BALANCE    RATE      PAYMENT       DATE        (MOS)
---------------------------------------------------------------------------------------------------------------------------
<S>     <C>         <C>                                      <C>              <C>       <C>        <C>           <C>
  10    WFB        Fair Lakes Court North & South              $23,903,689     8.299%  $181,229.39 02/07/2001      117
  11    WFB        Fair Lakes III                               $7,967,896     8.299%   $60,409.79 02/07/2001      117
  12    WFB        Fair Lakes IV                                $7,967,896     8.299%   $60,409.79 02/07/2001      117
  19    WFB        Santiago Villa                              $16,752,585     7.800%  $120,938.24 12/06/2000      120
  23    WFB        615 Tasman                                  $14,625,000     7.250%   $89,586.59 01/16/2001      60
  26    WFB        Hilton Garden Inn                           $12,454,328     7.500%   $92,373.90 01/22/2001      120
  31    WFB        1185 Campbell Avenue                        $10,612,449     7.750%   $80,442.51 01/10/2001      120
  34    WFB        455 Deguigne                                $10,164,189     7.780%   $77,244.54 01/05/2001      180
  35    WFB        Riverview                                    $2,716,409     8.050%   $20,127.01 08/08/2000      120
  36    WFB        Gun River East                               $2,527,355     8.050%   $18,726.23 08/08/2000      120
  37    WFB        Pontaluna Shores                             $1,592,035     8.050%   $11,796.05 08/08/2000      120
  38    WFB        Maplewood MHP                                $1,562,184     8.050%   $11,574.88 08/08/2000      120
  39    WFB        Gun River West                                 $905,470     8.050%    $6,709.00 08/08/2000      120
  40    WFB        Green Acres                                    $796,017     8.050%    $5,898.03 08/08/2000      120
  42    WFB        Tireco                                       $9,957,379     7.980%   $77,049.18 12/15/2000      120
  44    WFB        Research Avenue                              $9,572,960     7.810%   $69,174.04 11/17/2000      90
  46    WFB        Ridgefield I & II                            $5,465,000     7.000%   $32,321.93 01/25/2001      120
  47    WFB        Ridgefield III                               $3,535,000     7.000%   $20,907.23 01/25/2001      120
  48    WFB        1601 McCarthy                                $8,750,153     7.500%   $70,892.20 01/23/2001      156
  51    WFB        Cleveland Industrial Portfolio               $8,434,157     7.000%   $65,900.41 12/21/2000      120
  54    WFB        Boca Design Center II                        $7,479,626     7.990%   $54,980.06 12/22/2000      120
  55    WFB        Bon-Ton Department Store                     $4,255,299     7.500%   $29,791.78 02/13/2001      120
  56    WFB        Bon-Ton Distribution Facility                $3,210,138     7.500%   $22,474.50 02/13/2001      120
  60    WFB        Quail Hollow Apartments                      $7,216,630     7.500%   $53,576.86 12/21/2000      120
  61    WFB        Parklane Senior Apartments                   $6,982,535     7.400%   $48,466.59 12/18/2000      120
  64    WFB        Cordova Shopping Center                      $6,830,589     7.780%   $49,216.32 12/08/2000      120
  69    WFB        Sacramento Central Shopping Center           $6,453,802     7.710%   $53,201.36 12/22/2000      240
  71    WFB        International Trade Center                   $6,191,637     7.290%   $42,463.27 02/27/2001      120
  74    WFB        Valley View Farms Business Center            $5,746,412     7.130%   $38,859.33 12/01/2000      120
  79    WFB        Bossier Town Center                          $5,287,833     7.890%   $38,483.88 01/09/2001      120
  80    WFB        Optum Building                               $5,286,754     7.390%   $36,659.98 12/21/2000      120
  81    WFB        University Heights                           $5,276,598     7.760%   $40,067.23 11/28/2000      120
  84    WFB        Fridley Warehouse A & B                      $5,183,690     7.270%   $35,543.73 12/11/2000      120
  86    WFB        Brandin Court                                $5,087,490     7.500%   $35,659.94 01/10/2001      120
  87    WFB        Bradshaw Office Building                     $5,076,526     7.500%   $37,688.55 12/21/2000      120
  92    WFB        Mesa Retail Center                           $4,849,070     7.895%   $37,473.89 06/07/2000      120
  97    WFB        River City East                              $3,985,936     7.770%   $30,265.69 01/25/2001      120
  103   WFB        Cross Roads Shopping Center                  $3,614,666     7.750%   $25,969.94 12/18/2000      120
  108   WFB        Cascades South Office Building               $3,389,336     7.270%   $23,240.13 12/18/2000      120
  109   WFB        Greenwood Oaks & Library Park Apartments     $3,389,118     7.960%   $24,853.25 10/23/2000      120
  113   WFB        French Road Apartments                       $3,140,081     7.250%   $21,488.55 12/20/2000      120
  122   WFB        One Sunrise Center                           $2,492,873     7.750%   $17,910.31 12/21/2000      120
  123   WFB        Best Buy (Phoenix, AZ)                       $2,488,944     7.750%   $18,883.22 12/06/2000      120
  124   WFB        Imperial-Beach Self Storage                  $2,487,049     7.910%   $19,146.59 11/17/2000      120
  126   WFB        Cheyenne Self Storage                        $2,386,932     8.250%   $19,733.36 12/08/2000      120
  128   WFB        Mesa Rim Office Building                     $2,241,837     7.550%   $16,700.55 01/03/2001      120
  129   WFB        Grants Pass Retail                           $2,190,654     8.000%   $16,979.96 12/02/2000      120
  130   WFB        Carolina Street                              $2,174,336     8.010%   $21,037.05 12/12/2000      84
  131   WFB        Leeward Business Center                      $2,139,847     7.500%   $20,023.47 12/29/2000      180
  132   WFB        Century Business Park                        $2,049,738     7.000%   $14,559.65 12/20/2000      120
  134   WFB        Security Self Storage                        $1,991,155     7.750%   $15,106.57 12/19/2000      120
  135   WFB        Colonial Manor MHP                           $1,965,748     7.560%   $23,803.03 01/02/2001      120
  137   WFB        Redwood Road                                 $1,881,966     7.290%   $17,387.26 01/09/2001      180
  138   WFB        Park West Office Building                    $1,867,542     7.590%   $17,570.73 01/12/2001      180
  140   WFB        Clydesdale Court                             $1,666,368     7.940%   $12,861.42 11/20/2000      120
  141   WFB        Lunt Avenue                                  $1,579,909     7.160%   $14,524.76 12/19/2000      180
  142   WFB        Birchtree Apartments                         $1,541,718     7.730%   $11,687.25 11/02/2000      120
  143   WFB        DBL Realtors Building                        $1,313,476     8.180%   $10,345.87 11/13/2000      120
  144   WFB        Arden and Howe Retail Center                 $1,284,147     7.500%   $12,051.16 12/01/2000      180
  145   WFB        Twain Centre                                 $1,136,526     7.960%   $10,963.46 12/05/2000      180
  146   WFB        Shawnee Gardens Apts                           $995,301     7.370%    $7,305.56 12/12/2000      120
  147   WFB        San Gabriel Self Storage                       $906,837     7.850%    $6,933.34 01/03/2001      120
  148   WFB        Columbine Family Practice Building             $794,764     8.380%    $6,881.95 12/15/2000      120
  149   WFB        Rexburg Shopping Center                        $746,746     7.870%    $5,724.18 12/19/2000      120
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
               ORIG.                       PREPAYMENT DESCRIPTION                                    MASTER    PRIMARY
  REM. TERM   AMORT.              LOCKOUT                                     YM      ADMIN. COST  SERV. FEE  SERV. FEE
    (MOS)      (MOS)   SEASONING   PERIOD   DEF  DEF/YM1  YM1   YM   OPEN   FORMULA   RATE (BPS)   RATE (BPS) RATE (BPS)
-------------------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>     <C>      <C>    <C>     <C>   <C>   <C>   <C>      <C>           <C>        <C>
     114        357        3         35     75                        7                  3.25         2.00       1.00
     114        357        3         35     75                        7                  3.25         2.00       1.00
     114        357        3         35     75                        7                  3.25         2.00       1.00
     116        360        4         35     81                        4                  3.25         2.00       1.00
     57         360        3         27     29                        4                  3.25         2.00       1.00
     117        300        3         35     81                        4                  3.25         2.00       1.00
     117        300        3         35     81                        4                  3.25         2.00       1.00
     177        300        3         35     141                       4                  3.25         2.00       1.00
     112        360        8         35     81                        4                  7.75         2.00       1.00
     112        360        8         35     81                        4                  7.75         2.00       1.00
     112        360        8         35     81                        4                  10.25        2.00       1.00
     112        360        8         35     81                        4                  10.25        2.00       1.00
     112        360        8         35     81                        4                  10.25        2.00       1.00
     112        360        8         35     81                        4                  10.25        2.00       1.00
     116        300        4         35     81                        4                  3.25         2.00       1.00
     86         360        4         34     52                        4                  3.25         2.00       1.00
     117        IO         3         35     81                        4                  3.25         2.00       1.00
     117        IO         3         35     81                        4                  4.25         2.00       1.00
     153        240        3         35     117                       4                  3.25         2.00       1.00
     116        240        4         35     78                        7                  3.25         2.00       1.00
     116        360        4         35     81                        4                  3.25         2.00       1.00
     118        360        2         26     90                        4                  4.25         2.00       1.00
     118        360        2         26     90                        4                  4.25         2.00       1.00
     116        300        4         35     81                        4                  3.25         2.00       1.00
     117        360        3         34     82                        4                  3.25         2.00       1.00
     116        360        4         35     81                        4                  3.25         2.00       1.00
     236        240        4         35     201                       4                  3.25         2.00       1.00
     118        360        2         35     81                        4                  3.25         2.00       1.00
     116        360        4         35     81                        4                  3.25         2.00       1.00
     117        360        3         35     81                        4                  3.25         2.00       1.00
     117        360        3         34     82                        4                  3.25         2.00       1.00
     116        300        4         34     82                        4                  3.25         2.00       1.00
     116        360        4         35     81                        4                  3.25         2.00       1.00
     117        360        3         35     81                        4                  3.25         2.00       1.00
     116        300        4         35     81                        4                  3.25         2.00       1.00
     110        300       10         35     81                        4                  4.25         2.00       1.00
     117        300        3         35     81                        4                  4.25         2.00       1.00
     116        360        4         35     81                        4                  4.25         2.00       1.00
     116        360        4         35     81                        4                  4.25         2.00       1.00
     115        360        5         34     82                        4                  4.25         2.00       1.00
     116        360        4         35     81                        4                  4.25         2.00       1.00
     116        360        4         35     81                        4                  7.75         2.00       1.00
     116        300        4         35     81                        4                  7.75         2.00       1.00
     115        300        5         35     81                        4                  7.75         2.00       1.00
     116        264        4         35     81                        4                  7.75         2.00       1.00
     117        300        3         35     81                        4                  7.75         2.00       1.00
     116        300        4         35     81                        4                  7.75         2.00       1.00
     80         180        4         35     45                        4                  7.75         2.00       1.00
     177        180        3         34     142                       4                  7.75         2.00       1.00
     116        300        4         35     81                        4                  7.75         2.00       1.00
     116        300        4         35     81                        4                  10.25        2.00       1.00
     117        120        3         35     81                        4                  10.25        2.00       1.00
     177        180        3         35     141                       4                  10.25        2.00       1.00
     177        180        3         35     141                       4                  10.25        2.00       1.00
     115        300        5         35     81                        4                  10.25        2.00       1.00
     176        180        4         35     141                       4                  10.25        2.00       1.00
     115        300        5         35     81                        4                  10.25        2.00       1.00
     115        300        5         35     81                        4                  10.25        2.00       1.00
     176        180        4         35     141                       4                  10.25        2.00       1.00
     176        180        4         35     141                       4                  10.25        2.00       1.00
     116        300        4         35     81                        4                  10.25        2.00       1.00
     117        300        3         35     81                        4                  10.25        2.00       1.00
     116        240        4         35     81                        4                  10.25        2.00       1.00
     116        300        4         35     81                        4                  10.25        2.00       1.00
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------
 MASTER EXCESS   PRIMARY EXCESS    TRUSTEE
   SERV. FEE        SERV. FEE        FEE
   RATE (BPS)      RATE (BPS)    RATE (BPS)
---------------------------------------------
<S>               <C>            <C>
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      4.50                          0.25
      4.50                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      1.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      1.00                          0.25
      1.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      0.00                          0.25
      1.00                          0.25
      1.00                          0.25
      1.00                          0.25
      1.00                          0.25
      1.00                          0.25
      1.00                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      4.50                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
      7.00                          0.25
</TABLE>

<PAGE>

                                  SCHEDULE III

                             PRINCIPAL LOAN SCHEDULE


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                                      AGGREGATE
 LOAN                                                  CUT-OFF      MORTGAGE    MONTHLY       NOTE     ORIG. TERM
  NO.   SELLER     PROPERTY NAME                     DATE BALANCE     RATE      PAYMENT       DATE       (MOS)
-------------------------------------------------------------------------------------------------------------------
<S>     <C>        <C>                                  <C>          <C>        <C>        <C>           <C>
  13    PCF        The Shops at Riverwoods             $26,478,661     7.090%  $177,909.82 03/05/2001     120
  16    PCF        Mansfield Village Apartments        $17,936,627     7.530%  $126,228.58 11/17/2000     120
  18    PCF        Princeton Plaza Mall                $17,692,164     7.880%  $128,761.42 11/02/2000     120
  22    PCF        3.2, 3.3, & 3.5 Tech Ridge          $15,430,235     7.640%  $115,958.84 12/07/2000     120
  27    PCF        410 Commerce Boulevard              $11,670,487     8.810%  $104,730.05 09/15/2000      72
  30    PCF        Mountain Vista Center               $10,843,749     7.710%   $77,609.45 12/08/2000     120
  32    PCF        Palmetto Club Apartments            $10,487,764     7.860%   $76,022.99 01/24/2001     120
  33    PCF        Diagonal Tech Ctr                   $10,317,831     8.090%   $76,595.00 11/13/2000     120
  43    PCF        Franklin Corporate Center            $9,863,228     7.220%   $71,186.43 03/02/2001     144
  49    PCF        The Gallery Shopping Center          $8,719,929     7.930%   $67,128.67 01/26/2001     120
  52    PCF        Sequoia Commerce Center              $8,150,000     7.720%   $52,431.67 11/21/2000     120
  58    PCF        Trellis Pointe Apartments            $7,400,000     7.430%   $51,387.64 02/13/2001     120
  65    PCF        Marshall's & Linens N' Things        $6,769,975     7.760%   $51,407.01 12/22/2000     108
  66    PCF        Rolling Glen Apartments              $6,728,107     7.100%   $45,362.16 12/21/2000     120
  70    PCF        TBC Place I                          $6,277,296     8.760%   $49,607.13 09/18/2000     120
  72    PCF        Springbrook Meadows Apartments       $6,152,278     6.950%   $47,689.56 02/26/2001     120
  94    PCF        2200 Building                        $4,590,802     7.700%   $34,594.26 02/08/2001     120
  95    PCF        Storage USA                          $4,081,413     8.450%   $31,380.29 08/10/2000     120
  96    PCF        Peakview Office Park Building A      $3,994,961     7.560%   $28,133.10 02/15/2001     120
  98    PCF        Magnolia Tyler Center                $3,976,299     7.390%   $32,207.38 01/24/2001     240
  100   PCF        The Shops At Pleasant Hill Station   $3,734,094     8.010%   $28,967.96 12/15/2000     120
  102   PCF        Clark Brothers Truck Terminal        $3,664,875     7.150%   $24,787.43 02/15/2001     120
  107   PCF        Pocono Center                        $3,392,518     8.140%   $25,280.62 12/20/2000     120
  111   PCF        Highland Springs Apartments          $3,233,069     8.230%   $24,370.48 07/26/2000     120
  112   PCF        Kings Arms Apartments                $3,195,833     7.430%   $22,221.68 02/01/2001     120
  121   PCF        Mentor Corners Shopping Center       $2,737,558     7.850%   $21,906.99 01/23/2001     120
  125   PCF        Mission Bell Manufacturing           $2,486,324     7.810%   $20,616.35 01/26/2001     120
  127   PCF        Kroger Grocery Store                 $2,356,220     7.580%   $17,040.60 02/15/2001     120
  133   PCF        Andersen Distribution                $1,994,310     7.760%   $14,342.07 12/19/2000     120
  139   PCF        Walgreens Store                      $1,820,846     7.940%   $13,314.95 01/29/2001     120
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
               ORIG.                       PREPAYMENT DESCRIPTION                                    MASTER
  REM. TERM   AMORT.              LOCKOUT                                      YM     ADMIN. COST   SERV. FEE
    (MOS)      (MOS)   SEASONING   PERIOD   DEF   DEF/YM1  YM1   YM   OPEN  FORMULA   RATE (BPS)   RATE (BPS)
---------------------------------------------------------------------------------------------------------------
<S>           <C>      <C>        <C>      <C>     <C>      <C>   <C>  <C>    <C>      <C>            <C>
     119        360        1         25     91                         4                 6.25         2.00
     115        360        5         29     87                         4                 6.25         2.00
     115        360        5         29     87                         4                 6.25         2.00
     116        300        4         28             79                 13      D         6.25         2.00
     65         240        7         31     37                         4                 6.25         2.00
     116        360        4         28     88                         4                 6.25         2.00
     118        360        2         26     90                         4                 6.25         2.00
     115        360        5         29     87                         4                 6.25         2.00
     143        300        1         25     115                        4                 6.25         2.00
     117        300        3         27     89                         4                 6.25         2.00
     115        IO         5         29             87                 4       G         6.25         2.00
     118        360        2         26     90                         4                 6.25         2.00
     104        300        4         28     76                         4                 6.25         2.00
     116        360        4         28     88                         4                 6.25         2.00
     113        360        7         31     85                         4                 6.25         2.00
     118        240        2         26     90                         4                 6.25         2.00
     118        300        2         26     90                         4                 6.25         2.00
     112        360        8         32     84                         4                 6.25         2.00
     118        360        2         26     90                         4                 6.25         2.00
     237        240        3         27     209                        4                 6.25         2.00
     116        300        4         28     88                         4                 6.25         2.00
     118        360        2         26     90                         4                 6.25         2.00
     117        360        3         27             89                 4       G         6.25         2.00
     111        360        9         33     83                         4                 6.25         2.00
     118        360        2         26     90                         4                 6.25         2.00
     117        264        3         27     89                         4                 6.25         2.00
     117        240        3         27     89                         4                 6.25         2.00
     118        330        2         26     90                         4                 6.25         2.00
     116        360        4         28     88                         4                 6.25         2.00
     117        360        3         27     89                         4                 6.25         2.00
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------
  PRIMARY    MASTER EXCESS   PRIMARY EXCESS   TRUSTEE
 SERV. FEE     SERV. FEE       SERV. FEE        FEE
 RATE (BPS)    RATE (BPS)      RATE (BPS)    RATE (BPS)
--------------------------------------------------------
<S>         <C>              <C>              <C>
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
    1.00          3.00                          0.25
</TABLE>

<PAGE>


                                   SCHEDULE IV

                       BEAR STEARNS FUNDING LOAN SCHEDULE

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------
                                                    AGGREGATE
 LOAN                                                CUT-OFF      MORTGAGE    MONTHLY       NOTE     ORIG. TERM   REM. TERM
  NO.   SELLER PROPERTY NAME                       DATE BALANCE     RATE      PAYMENT       DATE        (MOS)       (MOS)
-----------------------------------------------------------------------------------------------------------------------------
<S>     <C>    <C>                                <C>              <C>      <C>            <C>         <C>         <C>
   1    BSFI   Westin River North                    $55,000,000     8.595%  $399,404.21 12/15/2000      60          56
  14    BSFI   116 John Street                       $23,981,756     7.380%  $165,843.83 03/21/2001      120         119
  24    BSFI   70/100 Inner Belt Road                $14,500,000     7.250%   $88,820.89 02/09/2001      120         118
  28    BSFI   North Attleboro Shopping Center       $10,972,554     7.400%   $76,161.78 01/24/2001      120         117
  41    BSFI   Albion Hotel                           $9,972,975     7.390%   $76,083.86 03/14/2001      90          88
  45    BSFI   Southgate Center                       $9,376,943     7.500%   $65,726.16 01/04/2001      120         117
  50    BSFI   Days Inn                               $8,611,929     8.645%   $70,458.64 12/21/2000      120         116
  53    BSFI   Exodus Office Building                 $7,491,867     7.810%   $56,945.42 03/22/2001      120         119
  63    BSFI   The Audiffred Building                 $6,894,617     7.250%   $47,070.16 03/20/2001      120         119
  68    BSFI   Thornton Plaza                         $6,500,000     7.000%   $50,394.43 04/06/2001      120         120
  82    BSFI   Huntington Center                      $5,243,783     8.000%   $44,164.04 12/29/2000      120         116
  88    BSFI   Paymentech                             $4,996,214     7.400%   $34,618.99 03/15/2001      120         119
  89    BSFI   215-227 Needham Street                 $4,994,300     7.500%   $36,949.56 03/22/2001      120         119
  101   BSFI   Dobbin Circle                          $3,685,020     8.285%   $27,887.96 09/14/2000      120         113
  104   BSFI   Chandler Gateway West Retail Center    $3,515,823     8.200%   $26,358.34 12/08/2000      120         116
  105   BSFI   Gateway Plaza                          $3,495,591     7.560%   $24,616.47 03/01/2001      120         118
  110   BSFI   Greenwood Corner                       $3,264,958     8.150%   $24,374.13 11/20/2000      120         115
  114   BSFI   301 East 66th Street                   $3,000,000     7.410%   $18,525.00 02/09/2001      120         118
  115   BSFI   Woodmoor Shopping Center               $3,000,000     7.160%   $18,148.61 02/28/2001      105         103
  116   BSFI   Tribute Road Office Park               $3,000,000     7.015%   $19,989.31 04/04/2001      120         120
  117   BSFI   Bryant Road Industrial                 $2,997,587     7.095%   $20,150.85 03/14/2001      120         119
  119   BSFI   Ridge Oaks                             $2,892,319     7.050%   $19,391.25 01/31/2001      120         117
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
  ORIG.                        PREPAYMENT DESCRIPTION                              MASTER    PRIMARY
  AMORT.             LOCKOUT                                     YM   ADMIN.COST  SERV. FEE  SERV. FEE
  (MOS) SEASONING     PERIOD     DEF   DEF/YM1 YM1    YM  OPEN FORMULA   RATE(BPS) RATE(BPS) RATE(BPS)
-------------------------------------------------------------------------------------------------------------
<S>        <C>         <C>      <C>           <C>     <C>  <C>   <C>    <C>         <C>     <C>
   IO       4           28        31                        1            12.25       2.00    10.00
   360      1           35                     81      2    2     A       5.25       2.00     1.00
   IO       2           47        71                        2             5.25       2.00     1.00
   360      3           47        72                        1             5.25       2.00     1.00
   270      2                                  89           1     F       5.25       2.00     1.00
   360      3           47        72                        1             5.25       2.00     1.00
   300      4           47        72                        1             5.25       2.00     1.00
   300      1                                 117           3     A       5.25       2.00     3.00
   360      1           25        94                        1             5.25       2.00     1.00
   240      0           47        72                        1             5.25       2.00     1.00
   240      4           35        84                        1             5.25       2.00     3.00
   360      1           25        94                        1             5.25       2.00     1.00
   300      1           25        94                        1             5.25       2.00     1.00
   360      7           47        72                        1             5.25       2.00     1.00
   360      4           47        72                        1             5.25       2.00     3.00
   360      2           48        70                        2             5.25       2.00     1.00
   360      5           47        72                        1             5.25       2.00     1.00
   IO       2           47        72                        1             5.25       2.00     1.00
   IO       2           47        56                        2             5.25       2.00     1.00
   360      0           47        72                        1             5.25       2.00     1.00
   360      1           47        72                        1             5.25       2.00     1.00
   360      3           47        72                        1             5.25       2.00     1.00
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------
 MASTER EXCESS   PRIMARY EXCESS    TRUSTEE
   SERV. FEE        SERV. FEE        FEE
   RATE (BPS)      RATE (BPS)    RATE (BPS)
---------------------------------------------
<S>              <C>              <C>
      0.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      0.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      0.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      0.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
      2.00            0.00          0.25
</TABLE>

<PAGE>

                                   SCHEDULE V

            MORGAN STANLEY DEAN WITTER MORTGAGE CAPITAL LOAN SCHEDULE




<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
                                                          AGGREGATE
 LOAN                                                      CUT-OFF      MORTGAGE    MONTHLY       NOTE     ORIG. TERM
  NO.   SELLER     PROPERTY NAME                         DATE BALANCE     RATE      PAYMENT       DATE       (MOS)
-----------------------------------------------------------------------------------------------------------------------
<S>     <C>        <C>                                    <C>            <C>      <C>           <C>         <C>
   2    MSDWMC     95 Greene Street                        $41,964,888     6.900%  $276,612.06 03/23/2001     120
   3    MSDWMC     Grand Rapids-1451-300 M40                $9,380,748     7.910%   $68,433.88 12/28/2000     120
   4    MSDWMC     Grand Rapids-4460 44th Street            $8,627,068     7.910%   $62,935.68 12/28/2000     120
   5    MSDWMC     Grand Rapids-4490 44th Street            $5,428,326     7.910%   $39,600.41 12/28/2000     120
   6    MSDWMC     Grand Rapids-7900 Logistic               $4,680,803     7.910%   $34,147.12 12/28/2000     120
   7    MSDWMC     Grand Rapids-7458 Expressway             $4,667,157     7.910%   $34,047.57 12/28/2000     120
   8    MSDWMC     Grand Rapids-4655 Patterson              $4,572,869     7.910%   $33,359.73 12/28/2000     120
   9    MSDWMC     Grand Rapids-4633 Patterson              $4,365,530     7.910%   $31,847.16 12/28/2000     120
  15    MSDWMC     The Summit at Westchester               $19,985,605     9.250%  $184,122.10 12/19/1995     120
  17    MSDWMC     200 Crossing Boulevard Office Building  $17,887,058     7.630%  $126,756.66 03/14/2001     120
  20    MSDWMC     Hugh O'Neil Building                    $16,400,000     7.500%  $114,671.18 04/05/2001     120
  29    MSDWMC     Residence Inn by Marriott               $10,875,661     9.640%   $97,179.30 01/24/2000     120
  59    MSDWMC     2 Park Central Drive                     $7,234,629     8.000%   $69,762.60 01/18/2001     180
  75    MSDWMC     Foothill Village Shopping Center         $5,617,315     8.250%   $42,596.82 12/03/1999     120
  78    MSDWMC     Midtown Square Shopping Center           $5,413,724     8.150%   $40,397.79 12/05/2000     120
  83    MSDWMC     Facey Medical Office                     $5,224,497     7.390%   $37,730.37 02/04/1998     132
  91    MSDWMC     Cypresswood Shopping Center              $4,977,430     8.468%   $38,332.34 08/31/2000     120
  93    MSDWMC     Towne Air Freight                        $4,786,179     7.700%   $34,222.09 12/29/2000     120
  99    MSDWMC     Earle M. Jorgensen Company Building      $3,797,356     7.820%   $27,407.71 03/29/2001      82
  106   MSDWMC     Vista Creek Shopping Center              $3,395,858     7.690%   $24,217.20 02/21/2001     144
  118   MSDWMC     Santa Monica Connection                  $2,991,010     7.500%   $20,976.44 12/14/2000     120
  120   MSDWMC     Coldwell Banker Plaza                    $2,842,274     8.000%   $20,912.29 12/18/2000     120
  136   MSDWMC     Salisbury Commons                        $1,898,621     7.610%   $13,428.48 03/30/2001      60
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
               ORIG.                       PREPAYMENT DESCRIPTION                                         MASTER
  REM. TERM   AMORT.              LOCKOUT                                     YM        ADMIN. COST     SERV. FEE
    (MOS)      (MOS)   SEASONING   PERIOD   DEF  DEF/YM1  YM1   YM   OPEN   FORMULA  RATE (BPS)         RATE (BPS)
-------------------------------------------------------------------------------------------------------------------
<S>           <C>      <C>        <C>      <C>   <C>      <C>   <C>  <C>     <C>      <C>         <C>      <C>
     119        360        1         25     94                        1                 5.25      5.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     116        360        4         28     88                        4                 10.25    10.25     2.00
     56         300       64                              116         4        B        5.25      5.25     2.00
     119        360        1         25     91                        4                 5.25      5.25     2.00
     120        360        0         24     92                        4                 14.25    14.25     2.00
     105        300       15         39     77                        4                 5.25      5.25     2.00
     177        180        3         27     149                       4                 5.25      5.25     2.00
     104        360       16         40     76                        4                 5.25      5.25     2.00
     116        360        4         28     88                        4                 5.25      5.25     2.00
     93         360       39         72                    57         3        K        5.25      5.25     2.00
     112        360        8         32     84                        4                 5.25      5.25     2.00
     116        360        4         28     88                        4                 15.25    15.25     2.00
     81         360        1         25     53                        4                 15.25    15.25     2.00
     142        360        2         26     114                       4                 5.25      5.25     2.00
     116        360        4         28     88                        4                 15.25    15.25     2.00
     116        360        4         28     88                        4                 5.25      5.25     2.00
     59         360        1         25     31                        4                 15.25    15.25     2.00
</TABLE>

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------
  PRIMARY    MASTER EXCESS  PRIMARY EXCESS    TRUSTEE
 SERV. FEE     SERV. FEE       SERV. FEE        FEE
 RATE (BPS)    RATE (BPS)     RATE (BPS)    RATE (BPS)
--------------------------------------------------------
<S>            <C>         <C>              <C>
    1.00          2.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    5.00          3.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
    9.00          3.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
    1.00          2.00                         0.25
   10.00          3.00                         0.25
   10.00          3.00                         0.25
    1.00          2.00                         0.25
   10.00          3.00                         0.25
    1.00          2.00                         0.25
   10.00          3.00                         0.25
</TABLE>


<PAGE>


                                   SCHEDULE VI

                      LIST OF ESCROW ACCOUNTS NOT CURRENTLY
                                ELIGIBLE ACCOUNTS




                            [AVAILABLE UPON REQUEST]



<PAGE>

                                  SCHEDULE VII

                           CERTAIN ESCROW ACCOUNTS FOR
                       WHICH A REPORT UNDER SECTION 5.1(G)
                                   IS REQUIRED



                            [AVAILABLE UPON REQUEST]


<PAGE>


                                  SCHEDULE VIII

                     LIST OF MORTGAGORS THAT ARE THIRD PARTY
                       BENEFICIARIES UNDER SECTION 2.3(a)


                            [AVAILABLE UPON REQUEST]

<PAGE>


                                   SCHEDULE IX

            Rates Used in Determination of Class X Pass-Through Rate


            06/15/01                                          7.8738%
            07/15/01                                           7.6514
            08/15/01                                           7.8738
            09/15/01                                           7.8739
            10/15/01                                           7.6514
            11/15/01                                           7.8739
            12/15/01                                           7.6515
            01/15/02                                           7.6515
            02/15/02                                           7.6515
            03/15/02                                           7.6520
            04/15/02                                           7.8741
            05/15/02                                           7.6515
            06/15/02                                           7.8742
            07/15/02                                           7.6516
            08/15/02                                           7.8743
            09/15/02                                           7.8743
            10/15/02                                           7.6516
            11/15/02                                           7.8744
            12/15/02                                           7.6516
            01/15/03                                           7.6517
            02/15/03                                           7.6517
            03/15/03                                           7.6522
            04/15/03                                           7.8746
            05/15/03                                           7.6517
            06/15/03                                           7.8747
            07/15/03                                           7.6518
            08/15/03                                           7.8748
            09/15/03                                           7.8748
            10/15/03                                           7.6518
            11/15/03                                           7.8749
            12/15/03                                           7.6518
            01/15/04                                           7.8750
            02/15/04                                           7.6519
            03/15/04                                           7.6521
            04/15/04                                           7.8751
            05/15/04                                           7.6519
            06/15/04                                           7.8752
            07/15/04                                           7.6520
            08/15/04                                           7.8753
            09/15/04                                           7.8753
            10/15/04                                           7.6520
            11/15/04                                           7.8754
            12/15/04                                           7.6520
            01/15/05                                           7.6520
            02/15/05                                           7.6596
            03/15/05                                           7.6602
            04/15/05                                           7.8861



<PAGE>

            05/15/05                                           7.6596
            06/15/05                                           7.8862
            07/15/05                                           7.6596
            08/15/05                                          7.8863%
            09/15/05                                           7.8863
            10/15/05                                           7.6596
            11/15/05                                           7.8864
            12/15/05                                           7.6596
            01/15/06                                           7.6596
            02/15/06                                           7.5793
            03/15/06                                           7.6132
            04/15/06                                           7.8138
            05/15/06                                           7.5863
            06/15/06                                           7.8141
            07/15/06                                           7.5863
            08/15/06                                           7.8141
            09/15/06                                           7.8141
            10/15/06                                           7.5862
            11/15/06                                           7.8032
            12/15/06                                           7.5674
            01/15/07                                           7.5674
            02/15/07                                           7.5674
            03/15/07                                           7.5683
            04/15/07                                           7.7996
            05/15/07                                           7.5674
            06/15/07                                           7.7996
            07/15/07                                           7.5674
            08/15/07                                           7.7997
            09/15/07                                           7.7997
            10/15/07                                           7.5674
            11/15/07                                           7.7997
            12/15/07                                           7.5674
            01/15/08                                           7.7998
            02/15/08                                           7.5668
            03/15/08                                           7.5680
            04/15/08                                           7.7988
            05/15/08                                           7.5665

                                     S-2-2