<PAGE>

                                                                     EXHIBIT 4.1
                                                                  EXECUTION COPY


                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   Depositor,


                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                                Master Servicer,



                      GMAC COMMERCIAL MORTGAGE CORPORATION,
                                Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                    Trustee,



                                       and



                               ABN AMRO BANK N.V.,
                                  Fiscal Agent

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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2000
                   ------------------------------------------

                                 $1,318,121,273
                       Mortgage Pass-Through Certificates
                                 Series 2000-C3


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                                TABLE OF CONTENTS

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<CAPTION>
                                                                                                               PAGE


<S>                           <C>                                                                               <C>
ARTICLE I             DEFINITIONS................................................................................4

         Section 1.01          Defined Terms.....................................................................4

         Section 1.02          Certain Calculations in Respect of the Mortgage Pool and in Respect of
                               Loan Groups and Companion Loans..................................................62

ARTICLE II            CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...........................63

         Section 2.01          Establishment of Trust; Conveyance of Mortgage Loans and Companion Loans.........63

         Section 2.02          Acceptance by Trustee............................................................65

         Section 2.03          Mortgage Loan Sellers' Repurchase of Mortgage Loans and Loan Groups for
                               Defects in Mortgage Files and Breaches of Representations and Warranties.........67

         Section 2.04          Issuance of Class R-I Certificates; Creation of REMIC I Regular Interests........71

         Section 2.05          Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by the Trustee...71

         Section 2.06          Issuance of Class R-II Certificates; Creation of REMIC II Regular Interest.......71

         Section 2.07          Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by Trustee.....71

         Section 2.08          Issuance of REMIC III Certificates...............................................72

ARTICLE III           ADMINISTRATION AND THE SERVICING OF THE TRUST FUND........................................72

         Section 3.01          Servicing and Administration of the Mortgage Loans and Companion Loans...........72

         Section 3.02          Collection of Mortgage Loan and Companion Loan Payments..........................74

         Section 3.03          Collection of Taxes, Assessments and Similar Items; Servicing Accounts
                               and Reserve Accounts.............................................................74

         Section 3.04          Collection Account, Distribution Accounts, Excess Liquidation Proceeds
                               Reserve Account and Interest Reserve Account.....................................76

         Section 3.05          Permitted Withdrawals from the Collection Account, the Distribution
                               Accounts, the Interest Reserve Account and the Excess Liquidation Proceeds
                               Reserve Account..................................................................83
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                                TABLE OF CONTENTS
                                   (continued)

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<CAPTION>
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<S>                           <C>                                                                              <C>
         Section 3.06          Investment of Funds in the Collection Account, the Distribution Accounts,
                               the Excess Liquidation Proceeds Reserve Account, the Interest Reserve
                               Account and the REO Account......................................................90

         Section 3.07          Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage....92

         Section 3.08          Enforcement of Due-On-Sale Clauses; Assumption Agreements; Subordinate
                               Financing; Defeasance............................................................95

         Section 3.09          Realization Upon Defaulted Mortgage Loans........................................98

         Section 3.10          Trustee to Cooperate; Release of Mortgage Files.................................101

         Section 3.11          Servicing Compensation; Nonrecoverable Servicing Advances.......................102

         Section 3.12          Inspections; Collection of Financial Statements.................................106

         Section 3.13          Annual Statement as to Compliance...............................................107

         Section 3.14          Reports by Independent Public Accountants.......................................108

         Section 3.15          Access to Certain Information...................................................108

         Section 3.16          Title to REO Property; REO Account..............................................109

         Section 3.17          Management of REO Property; Independent Contractors.............................110

         Section 3.18          Sale of Defaulted Mortgage Loans and REO Properties.............................113

         Section 3.19          Additional Obligations of the Master Servicer and the Special Servicer..........116

         Section 3.20          Modifications, Waivers, Amendments and Consents.................................120

         Section 3.21          Transfer of Servicing Between Master Servicer and Special Servicer;
                               Record Keeping..................................................................123

         Section 3.22          Sub-Servicing Agreements........................................................124

         Section 3.23          Designation of Special Servicer by the Majority Certificateholder of the
                               Controlling Class...............................................................125

         Section 3.24          Lock-Box Accounts and Servicing Accounts........................................127

         Section 3.25          Representations and Warranties of the Master Servicer and the Special
                               Servicer........................................................................127

ARTICLE IV            PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS.......................................128

         Section 4.01          Distributions...................................................................128
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                                      -ii-

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                                   (continued)

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                                                                                                               PAGE

<S>                           <C>                                                                              <C>
         Section 4.02          Statements to Certificateholders; Certain Reports by the Master Servicer
                               and the Special Servicer........................................................140

         Section 4.03          Delinquency Advances............................................................148

         Section 4.04          Allocation of Realized Losses and Additional Trust Fund Expenses................151

ARTICLE V             THE CERTIFICATES.........................................................................152

         Section 5.01          The Certificates................................................................152

         Section 5.02          Registration of Transfer and Exchange of Certificates...........................153

         Section 5.03          Book-Entry Certificates.........................................................158

         Section 5.04          Mutilated, Destroyed, Lost or Stolen Certificates...............................159

         Section 5.05          Persons Deemed Owners...........................................................160

ARTICLE VI            THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER..............................160

         Section 6.01          Liability of the Depositor, the Master Servicer and the Special Servicer........160

         Section 6.02          Merger, Consolidation or Conversion of the Depositor, the Master Servicer
                               and the Special Servicer; Assignment of Rights and Delegation of Duties by
                               the Master Servicer and the Special Servicer....................................160

         Section 6.03          Limitation on Liability of the Depositor, the Master Servicer, the Special
                               Servicer and Others.............................................................161

         Section 6.04          Depositor, Master Servicer and Special Servicer Not to Resign...................162

         Section 6.05          Rights of the Depositor in Respect of the Master Servicer and the Special
                               Servicer........................................................................163

ARTICLE VII           DEFAULT..................................................................................163

         Section 7.01          Events of Default...............................................................163

         Section 7.02          Trustee to Act; Appointment of Successor........................................166

         Section 7.03          Notification to Certificateholders and Others...................................167

         Section 7.04          Waiver of Events of Default.....................................................167

ARTICLE VIII          CONCERNING THE TRUSTEE AND THE FISCAL AGENT..............................................167

         Section 8.01          Duties of Trustee and Fiscal Agent..............................................167

         Section 8.02          Certain Matters Affecting the Trustee...........................................168
</TABLE>


                                     -iii-

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                                   (continued)

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<CAPTION>
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<S>                           <C>                                                                              <C>
         Section 8.03          Trustee and Fiscal Agent not Liable for Validity or Sufficiency of
                               Certificates or Mortgage Loans or Companion Loans...............................170

         Section 8.04          Trustee and Fiscal Agent May Own Certificates...................................170

         Section 8.05          Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal Agent.......170

         Section 8.06          Eligibility Requirements for Trustee and Fiscal Agent...........................171

         Section 8.07          Resignation and Removal of the Trustee and the Fiscal Agent.....................172

         Section 8.08          Successor Trustee and Fiscal Agent..............................................173

         Section 8.09          Merger or Consolidation of Trustee and Fiscal Agent.............................173

         Section 8.10          Appointment of Co-Trustee or Separate Trustee...................................174

         Section 8.11          Appointment of Custodians.......................................................175

         Section 8.12          Access to Certain Information...................................................175

         Section 8.13          Representations and Warranties of the Trustee and the Fiscal Agent..............177

         Section 8.14          Filings with the Securities and Exchange Commission.............................179

         Section 8.15          Fiscal Agent Termination Event..................................................179

         Section 8.16          Procedure Upon Termination Event................................................180

ARTICLE IX            TERMINATION..............................................................................180

         Section 9.01          Termination Upon Repurchase or Liquidation of All Mortgage Loans and
                               Companion Loans.................................................................180

         Section 9.02          Additional Termination Requirements.............................................182

ARTICLE X             ADDITIONAL REMIC PROVISIONS..............................................................183

         Section 10.01         REMIC Administration............................................................183

         Section 10.02         Depositor, Master Servicer, Special Servicer, Fiscal Agent, Trustee to
                               Cooperate.......................................................................186

         Section 10.03         Grantor Trust Administration....................................................186

ARTICLE XI            MISCELLANEOUS PROVISIONS.................................................................188

         Section 11.01         Amendment.......................................................................188

         Section 11.02         Recordation of Agreement; Counterparts..........................................190

         Section 11.03         Limitation on Rights of Certificateholders......................................190

         Section 11.04         GOVERNING LAW...................................................................191

         Section 11.05         Notices.........................................................................191
</TABLE>


                                      -iv
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                                TABLE OF CONTENTS
                                   (continued)

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<CAPTION>
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<S>                           <C>                                                                              <C>
         Section 11.06         Severability of Provisions......................................................192

         Section 11.07         Grant of a Security Interest....................................................192

         Section 11.08         No Partnership..................................................................193

         Section 11.09         Successors and Assigns; Beneficiaries...........................................193

         Section 11.10         Article and Section Headings....................................................193

         Section 11.11         Notices to the Rating Agencies..................................................193
</TABLE>




                                      -v-

<PAGE>

                                      INDEX

                                                                           PAGE

Accrued Certificate Interest..................................................4
Acquisition Date..............................................................4
Additional Information........................................................4
Additional Servicing Fee......................................................4
Additional Servicing Fee Mortgage Loans.......................................5
Additional Trust Fund Expense.................................................5
Adjustable Rate Mortgage Loan.................................................5
Advance.......................................................................5
Advance Interest..............................................................5
Adverse Grantor Trust Event...................................................5
Adverse REMIC Event...........................................................5
Affiliate.....................................................................5
Agreement.....................................................................5
Amerisuites..........................................................3, 4, 5, 6
Anticipated Repayment Date....................................................6
Applicable State Law..........................................................6
Appraisal.....................................................................6
Appraisal Reduction Amount....................................................6
Appraised Value...............................................................7
ARD Loan......................................................................7
Assignment of Leases..........................................................7
Assumed Monthly Payment.......................................................7
Balloon Mortgage Loan.........................................................9
Balloon Payment...............................................................9
Balloon Payment Interest Excess...............................................9
Balloon Payment Interest Shortfall............................................9
Bankruptcy Code...............................................................9
Bloomberg.....................................................................9
Book-Entry Certificate........................................................9
Breach........................................................................9
Broker Strip Amount...........................................................9
Broker Strip Loans...........................................................10
Business Day.................................................................10
Cash Collateral Account......................................................10
Cash Collateral Account Agreement............................................10
CERCLA.......................................................................10
Certificate..................................................................10
Certificate Account..........................................................18
Certificate Factor...........................................................10
Certificate Notional Amount..................................................11
Certificate Owner............................................................11



                                       i

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Certificate Principal Balance................................................11
Certificate Register" and "Certificate Registrar.............................11
Certificateholder"or \[......................................................11
Class........................................................................11
Class A Certificate..........................................................11
Class A-1 Certificate........................................................11
Class A-2 Certificate........................................................12
Class B Certificate..........................................................12
Class C Certificate..........................................................12
Class D Certificate..........................................................12
Class E Certificate..........................................................12
Class F Certificate..........................................................12
Class G Certificate..........................................................12
Class H Certificate..........................................................12
Class J Certificate..........................................................12
Class K Certificate..........................................................12
Class L Certificate......................................................12, 13
Class LA-1 Component.........................................................13
Class LA-2 Component.........................................................13
Class LA-2 Component Rate....................................................15
Class LB Component...........................................................13
Class LB Component Rate......................................................15
Class LC Component.......................................................14, 15
Class LC Component Rate......................................................15
Class LD Component...........................................................14
Class LD Component Rate......................................................16
Class LE Component...........................................................14
Class LE Component Rate......................................................16
Class LF Component...........................................................14
Class LF Component Rate......................................................16
Class LG Component Rate......................................................16
Class LH Component...........................................................14
Class LH Component Rate......................................................16
Class LJ Component Rate......................................................16
Class LK Component...........................................................14
Class LK Component Rate......................................................16
Class LL Component Rate......................................................16
Class LM Component...........................................................15
Class LM Component Rate......................................................16
Class LN Component Rate......................................................16
Class LO Component...........................................................15
Class LO Component Rate......................................................16
Class M Certificate......................................................12, 13



                                       ii

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Class N Certificate..........................................................13
Class Notional Amount........................................................17
Class O Certificate..........................................................13
Class Principal Balance......................................................17
Class R-I Certificate........................................................17
Class R-I Distribution Amount................................................17
Class R-II Certificate.......................................................17
Class R-II Distribution Amount...............................................17
Class R-III Certificate......................................................17
Class R-III Distribution Amount..............................................17
Class S Certificateholder....................................................17
Class S Distribution Account.................................................19
Class S Subaccount...........................................................19
Class X Certificate..........................................................18
Class X Component............................................................18
Closing Date.................................................................18
Code.........................................................................18
Collection Period............................................................18
Collection Report............................................................18
Commission...................................................................19
Companion Loan...............................................................19
Companion Loans..............................................................19
Companion Register...........................................................19
Compensating Interest Payments...............................................19
Component Notional Amount....................................................19
Component Rate...............................................................19
Controlling Class............................................................19
Corporate Trust Office.......................................................20
Corrected Mortgage Loan......................................................20
CPR..........................................................................20
Credit File..................................................................20
Credit Lease.................................................................20
Credit Lease Loan............................................................20
Cross-Collateralized Mortgage Loans..........................................20
Current Principal Distribution Amount........................................21
Custodian....................................................................22
Cut-off Date.................................................................22
Cut-off Date Principal Balance...............................................22
Debt Service Coverage Ratio..................................................22
Default Interest.............................................................22
Defaulted Mortgage Loan......................................................23
Defaulting Party.............................................................23
Defeasance Collateral........................................................23



                                      iii

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Defeasance Loan..............................................................23
Defeasance Option............................................................23
Defect.......................................................................23
Definitive Certificate.......................................................23
Deleted Mortgage Loan........................................................23
Delinquency Advance..........................................................23
Delinquency Advance Date.....................................................23
Delinquent Loan Status Report................................................23
Depositor....................................................................24
Depository...................................................................24
Depository Participant.......................................................24
Designated Sub-Servicer......................................................24
Designated Sub-Servicer Agreement............................................24
Determination Date...........................................................24
Directly Operate.............................................................24
Discount Rate................................................................24
Discount Rate Fraction.......................................................25
Distributable Certificate Interest...........................................25
Distribution Account.........................................................25
Distribution Date............................................................25
Distribution Date Statement..................................................25
Due Date.....................................................................25
Eligible Account.............................................................26
Emergency Advance............................................................26
Environmental Assessment.....................................................26
Environmental Policy.........................................................26
ERISA........................................................................26
Escrow Payment...............................................................26
Event of Default.............................................................26
Excess Interest..............................................................26
Excess Liquidation Proceeds..................................................26
Excess Liquidation Proceeds Reserve Account..................................27
Excess Rate..................................................................27
Exchange Act.................................................................27
FDIC.........................................................................27
FHLMC........................................................................27
Final Distribution Date......................................................27
Final Recovery Determination.................................................27
Fiscal Agent.................................................................27
Fiscal Agent Termination Event...............................................27
FITCH IBCA...................................................................27
Fixed Rate Mortgage Loan.....................................................28
FNMA.........................................................................28



                                       iv

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

GMACCM.......................................................................28
Grantor Trust................................................................28
Grantor Trust Assets.........................................................28
Grantor Trust Provisions.....................................................28
Gross Margin.................................................................28
Ground Lease.................................................................28
Guarantor....................................................................28
Guaranty.....................................................................28
Hazardous Materials..........................................................28
Historical Loan Modification Report..........................................28
Historical Loss Report.......................................................29
Independent..................................................................29
Independent Contractor.......................................................29
Index........................................................................29
Initial Class Notional Amount................................................30
Initial Class Principal Balance..............................................30
Insurance Policy.............................................................30
Insurance Proceeds...........................................................30
Interest Accrual Period......................................................30
Interest Rate Adjustment Date................................................30
Interest Reserve Account.....................................................30
Interest Reserve Loans.......................................................30
Interested Person............................................................31
Investment Account...........................................................31
Investor Certification.......................................................31
Issue Price..................................................................31
Late Collections.............................................................31
Liquidation Event............................................................31
Liquidation Expenses.........................................................31
Liquidation Fee..............................................................32
Liquidation Fee Rate.........................................................32
Liquidation Proceeds.........................................................32
Loan Group...................................................................32
Loan-to-Value Ratio..........................................................32
Lock-Box Account.............................................................32
Lock-Box Agreement...........................................................33
Loss Reimbursement Amount....................................................33
MacArthur..............................................................3, 4, 33
MAI..........................................................................33
Majority Certificateholder...................................................33
Master Servicer..............................................................33
Master Servicer Remittance Date..............................................34
Master Servicing Fee.........................................................34



                                       v

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Master Servicing Fee Rate....................................................34
Maturity Date................................................................34
Modified Mortgage Loan.......................................................34
Monthly Payment..............................................................34
Moody's......................................................................35
Mortgage.....................................................................35
Mortgage File................................................................35
Mortgage Loan................................................................37
Mortgage Loan Purchase Agreement.............................................37
Mortgage Loan Schedule.......................................................37
Mortgage Loan Seller.........................................................38
Mortgage Note................................................................39
Mortgage Pool................................................................39
Mortgage Rate................................................................39
Mortgaged Property...........................................................39
Mortgagor....................................................................39
Net Aggregate Prepayment Interest Shortfall..................................39
Net Investment Earnings......................................................39
Net Investment Loss..........................................................40
Net Mortgage Rate............................................................40
Net Operating Income.........................................................40
Nonrecoverable Advance.......................................................40
Nonrecoverable Delinquency Advance...........................................40
Nonrecoverable Servicing Advance.............................................40
Non-Registered Certificate...................................................41
Officer's Certificate........................................................41
Opinion of Counsel...........................................................41
OTS..........................................................................41
Ownership Interest...........................................................41
Pass-Through Rate............................................................41
Payment Adjustment Date......................................................41
Payment Priority.............................................................42
Penalty Charges..............................................................42
Percentage Interest..........................................................42
Permitted Investments........................................................42
Permitted Transferee.........................................................44
Person.......................................................................44
Plan.........................................................................44
Preliminary Statement........................................................44
Prepayment Assumption........................................................44
Prepayment Interest Excess...................................................44
Prepayment Interest Shortfall................................................45
Prepayment Premium...........................................................45



                                       vi

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Primary Servicing Office.....................................................45
Principal Allocation Fraction................................................45
Principal Balance Certificate................................................45
Principal Distribution Amount................................................45
Principal Prepayment.........................................................45
Privileged Person............................................................46
Proposed Plan................................................................46
Prospectus...................................................................46
PTCE 95-60...................................................................46
Purchase Price...............................................................46
Qualified Appraiser..........................................................46
Qualified Institutional Buyer................................................46
Qualified Insurer............................................................47
Rated Final Distribution Date................................................47
Rating Agency................................................................47
Rating Agency Confirmation...................................................47
Realized Loss................................................................48
Record Date..................................................................48
Registered Certificates......................................................48
Reimbursement Rate...........................................................48
Related Borrower Group.......................................................49
Release Date.................................................................49
REMIC........................................................................49
REMIC I......................................................................49
REMIC I Regular Interest.....................................................49
REMIC II.....................................................................50
REMIC II Distribution Amount.................................................50
REMIC II Regular Interest....................................................50
REMIC II Remittance Rate.....................................................51
REMIC III....................................................................51
REMIC III Certificate........................................................51
REMIC III Regular Certificate................................................51
REMIC Provisions.............................................................51
Rents from Real Property.....................................................51
REO Account..................................................................52
REO Acquisition..............................................................52
REO Disposition..............................................................52
REO Extension................................................................52
REO Loan.....................................................................52
REO Property.................................................................52
REO Revenues.................................................................53
REO Status Report............................................................53
REO Tax......................................................................53



                                      vii

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Replacement Mortgage Loan....................................................53
Request for Release..........................................................53
Required Appraisal Loan......................................................53
Reserve Account..............................................................53
Reserve Funds................................................................53
Residual Certificate.........................................................53
Responsible Officer..........................................................53
Revised Rate.................................................................54
Securities Act...............................................................54
Security Agreement...........................................................54
Senior Certificate...........................................................54
Servicer Watch List..........................................................54
Servicing Account............................................................54
Servicing Advances...........................................................54
Servicing Fee Rate...........................................................55
Servicing Fees...............................................................55
Servicing File...............................................................55
Servicing Officer............................................................55
Servicing Standard...........................................................55
Servicing Transfer Event.....................................................55
Special Servicer.............................................................55
Special Servicing Fee........................................................55
Special Servicing Fee Rate...................................................55
Specially Serviced Mortgage Loan.............................................55
Specified Debt Service Reserve Loans.........................................57
Specified Earnout Reserve Loans..............................................57
Startup Day..................................................................57
Stated Maturity Date.........................................................57
Stated Principal Balance.....................................................57
Strip Holder.................................................................58
Subordinated Certificate.....................................................58
Sub-Servicer.................................................................58
Sub-Servicing Agreement......................................................58
Substitution Shortfall Amount................................................58
Supplemental Agreement.......................................................58
Tax Returns..................................................................58
Tenant.......................................................................59
Transfer.....................................................................59
Transfer Affidavit and Agreement.............................................59
Transferee...................................................................59
Transferor...................................................................59
Trust Fund...................................................................59
Trustee......................................................................59



                                      viii

<PAGE>

                                INDEX (CONTINUED)

                                                                           Page

Trustee Fee..................................................................59
Trustee Fee Rate.............................................................59
UCC..........................................................................59
UCC Financing Statement......................................................59
Uncertificated Accrued Interest..............................................59
Uncertificated Distributable Interest........................................60
Uncertificated Principal Balance.............................................60
Underwriter..................................................................60
Uninsured Cause..............................................................60
United States Person.........................................................61
USPAP........................................................................61
Voting Rights................................................................61
Weighted Average Net Mortgage Rate...........................................61
Withheld Amount..............................................................61
Workout Fee..................................................................62
Workout Fee Rate.............................................................62


                                       ix

<PAGE>


                                INDEX (CONTINUED)

                                                                      Page

EXHIBITS
--------

Exhibit A-1  Form of Class X Certificate.........................    A-1-1
Exhibit A-2  Form of Class A-1 Certificate.......................    A-2-1
Exhibit A-3  Form of Class A-2 Certificate.......................    A-3-1
Exhibit A-4  Form of Class B Certificate.........................    A-4-1
Exhibit A-5  Form of Class C Certificate.........................    A-5-1
Exhibit A-6  Form of Class D Certificate.........................    A-6-1
Exhibit A-7  Form of Class E Certificate.........................    A-7-1
Exhibit A-8  Form of Class F Certificate.........................    A-8-1
Exhibit A-9  Form of Class G Certificate.........................    A-9-1
Exhibit A-10  Form of Class H Certificate........................    A-10-1
Exhibit A-11  Form of Class J Certificate........................    A-11-1
Exhibit A-12  Form of Class K Certificate........................    A-12-1
Exhibit A-13  Form of Class L Certificate........................    A-13-1
Exhibit A-14  Form of Class M Certificate........................    A-14-1
Exhibit A-15  Form of Class N Certificate........................    A-15-1
Exhibit A-16  Form of Class O Certificate........................    A-16-1
Exhibit A-17  Form of Class R-I Certificate......................    A-16-1
Exhibit A-18  Form of Class R-II Certificate.....................    A-17-1
Exhibit A-19  Form of Class R-III Certificate....................    A-18-1
Exhibit B-1  Form of Transferor Certificate......................    B-1-1
Exhibit B-2  Form of Transferee Certificate......................    B-2-1
Exhibit B-3  Form of Transferee Certificate......................    B-3-1
Exhibit C-1  Form of Transfer Affidavit and Agreement............    C-1-1
Exhibit C-2  Form of Transferor Certificate......................    C-2-1
Exhibit D  Form of Request for Release...........................    D-1
Exhibit E  Form of UCC-1 Financing Statement.....................    E-1
Exhibit F  Methodology to Normalize Net Operating Income and         F-1
                Debt Service Coverage............................
Exhibit G  Form of Distribution Date Statement...................    G-1
Exhibit H  Form of Master Servicer Report........................    H-1
Exhibit I  Certain Reports.......................................    I-1
Exhibit J  Form of CMSA Periodic Loan File.......................    J-1
Exhibit K  Form of Investor Certification........................    K-1
Exhibit L  Schedule of Designated Sub-Servicers..................    L-1
Exhibit M  Form of CMSA Financial File...........................    M-1
Exhibit N  Form of CMSA Property File Report.....................    N-1




                                       x

<PAGE>

                                INDEX (CONTINUED)

                                                                      Page

SCHEDULES
---------

Schedule I  Mortgage Loan Schedule...............................    Sch. I-1
Schedule II  Closing Mortgage File Review Certification..........    Sch. II-1
Schedule III  Post-Closing Mortgage File Review Certification....    Sch. III-1
Schedule IV  Environmental Policy Mortgage Loans.................    Sch. IV-1
Schedule V  Specified Debt Service Reserve Loans.................    Sch. V-1
Schedule VI  Specified Letter of Credit Loans....................    Sch. VI-1
Schedule VII  Specified Earnout Reserve Loans....................    Sch. VII-1




                                       xi

<PAGE>

                  This Pooling and Servicing Agreement (this "Agreement"), is
dated and effective as of December 1, 2000, among GMAC COMMERCIAL MORTGAGE
SECURITIES, INC., as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master
Servicer, GMAC COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, and LASALLE
BANK NATIONAL ASSOCIATION, as Trustee and ABN AMRO BANK N.V., as Fiscal Agent.

PRELIMINARY STATEMENT:

                  The Depositor intends to sell the Certificates, to be issued
hereunder in multiple Classes, which in the aggregate will evidence the entire
beneficial ownership interest in the Trust Fund to be created hereunder, the
primary assets of which will be the Mortgage Loans and the Companion Loans. The
aggregate of the initial Cut-off Date Principal Balances of the Mortgage Loans
is approximately $1,269,742,026, and the Cut-off Date Principal Balances of the
Companion Loans is approximately $48,379,248.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and the Companion
Loans (exclusive of that portion of interest payments thereon that constitute
Excess Interest) and certain other related assets subject to this Agreement as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC I". The Class R-I Certificates will represent the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
under federal income tax law. With respect to each Mortgage Loan or Companion
Loan, there shall be a corresponding REMIC I Regular Interest. The designation
for each such REMIC I Regular Interest shall be the loan number for the related
Mortgage Loan or Companion Loan set forth on the schedule of Mortgage Loans and
Loan Groups attached hereto as Schedule I. The REMIC I Remittance Rate (as
defined herein) and the initial Uncertificated Principal Balance of each such
REMIC I Regular Interest shall be based on the Net Mortgage Rate as of the
Cut-off Date and the Cut-off Date Principal Balance, respectively, for the
related Mortgage Loan or Companion Loan. Determined solely for purposes of
satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each such REMIC I Regular Interest shall be the first
Distribution Date that follows the Stated Maturity Date for the related Mortgage
Loan or Companion Loan. None of the REMIC I Regular Interests will be
certificated.

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Certificates will represent the sole
class of "residual interests" in REMIC II for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, REMIC II Remittance Rate and the initial Uncertificated Principal
Balance for each of the REMIC II Regular Interests. Determined solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each REMIC II Regular Interest shall be the
first Distribution Date that is at least two years after the end of the
remaining amortization schedule of the Mortgage Loan or Companion Loan that has,
as of the Closing Date, the longest remaining amortization schedule,
irrespective of its scheduled maturity. None of the REMIC II Regular Interests
will be certificated.



<PAGE>





Designation                       REMIC II             Initial Uncertificated
                                  Remittance Rate      Principal Balance

LA-1..........................    Variable (*)         $        148,566,000
LA-2..........................    Variable (*)         $        851,355,000
LB............................    Variable (*)         $         53,964,000
LC............................    Variable (*)         $         57,138,000
LD............................    Variable (*)         $         12,125,802
LE............................    Variable (*)         $         35,054,000
LF............................    Variable (*)         $         19,120,000
LG............................    Variable (*)         $          7,966,000
LH............................    Variable (*)         $          9,878,000
LJ............................    Variable (*)         $         25,494,000
LK............................    Variable (*)         $          4,461,000
LL............................    Variable (*)         $          9,560,000
LM............................    Variable (*)         $         15,933,000
LN............................    Variable (*)         $          3,186,000
LO............................    Variable (*)         $          3,186,000
LP............................    Variable (*)         $         12,755,233
LS-AM.........................    6.7662               $          4,495,457
LS-MAC-1......................    7.5182               $         13,500,000
LS-MAC-2......................    7.9482               $          9,500,000
LS-MAC-3......................    8.1382               $          5,735,000
LS-MAC-4......................    8.98777              $         15,148,791

*   Calculated in accordance with the definition of "REMIC II Remittance Rate."

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC II Regular Interests as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC III". The Class R-III Certificates will represent the
sole class of "residual interests" in REMIC III for purposes of the REMIC
Provisions under federal income tax law. The following table irrevocably sets
forth the designation, the Pass-Through Rate and initial Class Principal Balance
for each of the Classes of REMIC III Regular Certificates. Determined solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of REMIC III Regular Certificates
shall be the first Distribution Date that is at least two years after the end of
the remaining amortization schedule of the Mortgage Loan or Companion Loan that
has, as of the Closing Date, the longest remaining amortization schedule,
irrespective of its scheduled maturity.



                                       2
<PAGE>




Designation                  Certificate               Initial Class
                             Pass-Through Rate         Principal Balance

Class X                        N/A(1)                  N/A(2)
Class A-1                    6.650%                    $          148,566,000
Class A-2                    6.957%                    $          851,355,000
Class B                      7.057%                    $           53,964,000
Class C                      7.204%                    $           57,138,000
Class D                      7.301%                    $           12,125,802
Class E                      7.790%(3)                 $           35,054,000
Class F                      8.069%(4)                 $           19,120,000
Class G                      8.069%(4)                 $            7,966,000
Class H                      6.750%(3)                 $            9,878,000
Class J                      6.750%(3)                 $           25,494,000
Class K                      6.750%(3)                 $            4,461,000
Class L                      6.750%(3)                 $            9,560,000
Class M                      6.750%(3)                 $           15,933,000
Class N                      6.750%(3)                 $            3,186,000
Class O                      6.750%(3)                 $            3,186,000
Class P                      6.750%(3)                 $           12,755,233
Class S-AM                   6.7662%                   $            4,495,457
Class S-MAC-1                7.5182%                   $           13,500,000
Class S-MAC-2                7.9482%                   $            9,500,000
Class S-MAC-3                8.1382%                   $            5,735,000
Class S-MAC-4                8.98777%                  $           15,148,791

    (1)  The Pass-Through Rate for the Class X Certificates as described herein.

    (2)  The Class X Certificates will have an original Notional Amount of
         $1,269,742,025. The Class X Certificates will not have a Certificate
         Principal Balance and will not be entitled to any distribution of
         certificate principal.

    (3)  Lesser of the indicated Fixed Rate or the Weighted Average Net Mortgage
         Rate.

    (4)  Initial Pass-Through Rate. The Pass-Through Rate will be the Weighted
         Average Net Mortgage Rate.

                  As provided herein, the Trustee shall take all actions
necessary to ensure that the portion of the Trust Fund consisting of the Grantor
Trust Assets maintains its status as a "grantor trust" under federal income tax
law and not be treated as part of REMIC I, REMIC II or REMIC III.

                  There exist five mortgage loans, the first four in the
original principal amounts of $13,500,000, $9,500,000, $5,735,000 and
$15,148,791 respectively (together the "MacArthur Companion Loans") and the
fifth in the original principal amount of $4,495,457 (the "Amerisuites Portfolio
Companion Loan") and together with the MacArthur Companion Loans,



                                       3
<PAGE>

the "Companion Loans")) that are part of the Trust Fund. The mortgage loans
identified herein as the "MacArthur Center Mortgage Loan," and the "Amerisuites
Portfolio Mortgage Loan," respectively, are also assets of the Trust Fund. The
MacArthur Companion Loans and the Amerisuites Portfolio Companion Loan will be
serviced and administered in accordance with this Agreement.

                  Capitalized terms used in this Preliminary Statement are
defined in Article I hereof.

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

                                   ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01  Defined Terms.

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

                  "Accrued Certificate Interest": With respect to any Class of
REMIC III Regular Certificates (other than the Class X Certificates) for any
Distribution Date, one month's interest (calculated on the basis of a 360-day
year consisting of twelve 30-day months, and for any Class S Certificate,
calculated on the basis of a 360-day year consisting of twelve months, each such
month consisting of the actual number of days elapsed) at the Pass-Through Rate
applicable to such Class of Certificates for such Distribution Date, accrued on
the Class Principal Balance of such Class of Certificates outstanding
immediately prior to such Distribution Date. With respect to the Class X
Certificates, the sum of the Accrued Certificate Interest for each Class X
Component. With respect to any Class X Component for any Distribution Date, one
month's interest (calculated on the basis of a 360-day year consisting of twelve
30-day months) at the applicable Component Rate for such Component for such
Distribution Date accrued on the Component Notional Amount of such Class X
Component outstanding immediately prior to such Distribution Date. The Accrued
Certificate Interest in respect of any Class of REMIC III Regular Certificates
for any Distribution Date shall be deemed to have accrued during the applicable
Interest Accrual Period.

                  "Acquisition Date": With respect to any REO Property, the
first day on which such REO Property is considered to be acquired by the Trust
Fund within the meaning of Treasury Regulation Section 1.856-6(b)(1), which is
the first day on which the Trust Fund is treated as the owner of such REO
Property for federal income tax purposes.

                  "Additional Information":  As defined in Section 4.02(a).

                  "Additional Servicing Fee": With respect to each Additional
Servicing Fee Mortgage Loan, the fee provided for in the Designated Sub-Servicer
Agreement (which may be comprised of a designated sub-servicing fee and an
additional sub-servicing fee) that accrues at a



                                       4
<PAGE>

rate of (i) 0.05% per annum for the Mortgage Loans identified on the Mortgage
Loan Schedule as loan numbers 09-001375, 09-0001376, 09-0001380, 09-0001391, and
09-0001407; (ii) 0.07% per annum for the Mortgage Loan identified on the
Mortgage Loan Schedule as loan number 09-0001381; and (iii) 0.08% per annum for
the Mortgage Loan identified on the Mortgage Loan Schedule as loan number
09-0001370.

                  "Additional Servicing Fee Mortgage Loans": The Mortgage Loans
secured by (and any successor REO Mortgage Loans relating to) those Mortgaged
Properties identified on the Mortgage Loan Schedule as loan numbers 09-0001370,
09-0001375, 09-0001376, 09-0001380, 09-0001381, 09-0001391 and 09-0001407.

                  "Additional Trust Fund Expense": Any unanticipated expense
within the meaning of Treasury Regulation Section 1.860G-1(b)(3)(iii)
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the REMIC III Regular
Certificateholders' receiving less than the full amount of principal and/or
interest to which they are entitled on any Distribution Date.

                  "Adjustable Rate Mortgage Loan": A Mortgage Loan or Loan Group
as to which the related Mortgage Note or Mortgage Notes, as applicable,
provides, as of the Closing Date, for periodic adjustments to the Mortgage Rate
thereon based on changes in the related Index.

                  "Advance":  Any Delinquency Advance or Servicing Advance.

                  "Advance Interest": Interest accrued on any Advance at the
Reimbursement Rate and payable to the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent, as the case may be, all in accordance with Section
3.11(f) or Section 4.03(d), as applicable.

                  "Adverse Grantor Trust Event": As defined in Section 10.03(e).

                  "Adverse REMIC Event": As defined in Section 10.01(f).

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

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

                  "Amerisuites Portfolio Companion Loan": As defined in the
Preliminary Statement.

                  "Amerisuites Portfolio Loan Group": The Amerisuites Portfolio
Companion Loan and the Amerisuites Portfolio Mortgage Loan.



                                       5
<PAGE>

                  "Amerisuites Portfolio Mortgage Loan": As defined in the
Preliminary Statement.

                   "Anticipated Repayment Date": With respect to any ARD Loan,
the date upon which such ARD Loan starts to accrue interest at its Revised Rate.

                  "Applicable State Law": For purposes of Article X, the
Applicable State Law shall be (a) the laws of the State and City of New York,
(b) the laws of the states in which the Corporate Trust Office of the Trustee
and the Primary Servicing Offices of the Master Servicer and the Special
Servicer are located, (c) other state or local law as to which the Trustee as
the REMIC administrator has actual knowledge of applicability and (d) such other
state or local law whose applicability shall have been brought to the attention
of the Trustee as REMIC administrator by either (i) an opinion of counsel
delivered to it, or (ii) written notice from the appropriate taxing authority as
to the applicability of such state law.

                  "Appraisal": With respect to any Mortgaged Property or REO
Property as to which an appraisal is required or permitted to be performed
pursuant to the terms of this Agreement, either: (i) a narrative appraisal
complying with USPAP conducted by a Qualified Appraiser in the case of Mortgage
Loans, Loan Groups and REO Loans with a Stated Principal Balance as of the date
of such appraisal of greater than $1,000,000; or (ii) a limited appraisal and a
summary report of the "market value" of the Mortgaged Property conducted by a
Qualified Appraiser in the case of Mortgage Loans, Loan Groups and REO Loans
with a Stated Principal Balance as of the date of such appraisal of $1,000,000
or less.

                  "Appraisal Reduction Amount": With respect to any Required
Appraisal Loan, an amount (as calculated on the Determination Date immediately
succeeding the date on which the most recent relevant Appraisal was obtained by
the Master Servicer or the Special Servicer, as the case may be, pursuant to
this Agreement) equal to the excess, if any, of (a) the sum of (i) the Stated
Principal Balance of such Required Appraisal Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer or the Trustee or the
Fiscal Agent, all accrued and unpaid interest on such Required Appraisal Loan
through the most recent Due Date prior to such Determination Date at a per annum
rate equal to the related Mortgage Rate, (iii) all related unreimbursed Advances
made by or on behalf of the Master Servicer, the Special Servicer, the Trustee
or the Fiscal Agent in respect of such Required Appraisal Loan, together with
all unpaid Advance Interest accrued on such Advances, and (iv) all currently due
but unpaid real estate taxes and assessments, insurance premiums and, if
applicable, ground rents in respect of the related Mortgaged Property or REO
Property, net of any Escrow Payments, letters of credit or other reserves held
by the Master Servicer or the Special Servicer with respect to any such item,
over (b) 90% of an amount equal to (i) the Appraised Value of the related
Mortgaged Property or REO Property, as applicable, as determined by such
Appraisal referred to in the parenthetical above, net of (ii) the amount of any
liens on such property (not accounted for in clause (a)(iv) of this definition
or taken into account in determining such Appraised Value) that are prior to the
lien of the Required Appraisal Loan. Notwithstanding the foregoing, if an
Appraisal is not obtained within 120 days following the earliest of the dates
described in Section 3.19(d) (which, in the case of Section 3.19(d)(ii), shall
be the date of the occurrence of an uncured delinquency in Monthly Payments),
then until such Appraisal is obtained the Appraisal Reduction Amount will equal
25% of the Stated Principal Balance of the related Required Appraisal Loan;
provided



                                       6
<PAGE>

that, upon receipt of an Appraisal, however, the Appraisal Reduction Amount for
such Required Appraisal Loan will be recalculated in accordance with this
definition without regard to this sentence.

                  "Appraised Value": As of any date of determination, the
appraised value of a Mortgaged Property based upon the most recent Appraisal
obtained pursuant to this Agreement.

                  "ARD Loan": Any Mortgage Loan or Loan Group that is designated
as such in the Mortgage Loan Schedule.

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

                  "Assumed Monthly Payment": With respect to any Balloon
Mortgage Loan for its Stated Maturity Date (provided that such Balloon Mortgage
Loan has not been paid in full, and no other Liquidation Event has occurred in
respect thereof, on or before the end of the Collection Period in which such
Stated Maturity Date occurs) and for any subsequent Due Date therefor as of
which such Balloon Mortgage Loan remains outstanding and part of the Trust Fund,
if no Monthly Payment (other than the related Balloon Payment) is due for such
Due Date, the scheduled monthly payment of principal and/or interest deemed to
be due in respect thereof for the Stated Maturity Date and each such subsequent
Due Date equal to the Monthly Payment (exclusive of any Excess Interest) that
would have been due in respect of such Balloon 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 amortization schedule (if
any), in effect immediately prior to, and without regard to the occurrence of,
its most recent scheduled maturity date. With respect to any REO Loan, for any
Due Date therefor as of which the related REO Property remains part of the Trust
Fund, the scheduled monthly payment of principal and/or interest deemed to be
due in respect thereof on such Due Date equal to the Monthly Payment (or, in the
case of a Balloon Mortgage Loan described in the preceding sentence of this
definition, the Assumed Monthly Payment) exclusive of any Excess Interest that
was due (or deemed due) in respect of the related Mortgage Loan for the last Due
Date prior to its becoming an REO Loan.

                  "Available Certificate Distribution Amount": With respect to
any Distribution Date, an amount equal to (a) the sum of (i) the aggregate
amount relating to the Trust Fund on deposit in the Mortgage Loan Subaccount and
the Certificate Distribution Account as of the close of business on the related
Determination Date, (ii) the aggregate amount of any Delinquency Advances (other
than those made on any MacArthur Companion Loan) made by the Master Servicer,
Trustee or Fiscal Agent for such Distribution Date pursuant to Section 4.03,
(iii) the aggregate of any Compensating Interest Payments made by the Master
Servicer for such Distribution Date pursuant to Section 3.19, (iv) in the case
of the Final Distribution Date, the aggregate of any Liquidation Proceeds paid
by the Master Servicer or the Depositor in connection with a purchase of all the
Mortgage Loans and any REO Properties pursuant to Section 9.01 to the extent
allocable under the related Intercreditor Agreement to the related



                                       7
<PAGE>

Mortgage Loan in the case of any purchase of a Loan Group or related REO
Property, and (v) with respect to the Distribution Date occurring in March of
each calendar year, the Withheld Amounts with respect to the Interest Reserve
Loans deposited in the Interest Reserve Account by the Trustee in January and/or
February of such calendar year in accordance with Section 3.04(e), net of (b)
the aggregate portion of the amount described in clause (a) hereof that
represents one or more of the following: (i) Monthly Payments (except those
referred to in clause (a)(v) above) paid by the Mortgagors that are due on a Due
Date following the end of the related Collection Period and allocated to the
Mortgage Loan Subaccount in accordance with Section 3.04(c), (ii) any amounts
payable or reimbursable to any Person from the Mortgage Loan Subaccount pursuant
to clauses (B) - (O), inclusive, of Section 3.05(a)(ii), (iii) any amounts
payable or reimbursable to any Person from the Certificate Distribution Account
pursuant to Section 3.05(b)(i), (iv) Prepayment Premiums and Excess Interest,
(v) any amounts deposited in the Mortgage Loan Subaccount or the Certificate
Distribution Account, as the case may be, in error, and (vi) with respect to the
Distribution Date occurring in (A) January of each calendar year that is not a
leap year and (B) February of each calendar year, the Withheld Amounts with
respect to the Interest Reserve Loans deposited in the Interest Reserve Account
by the Trustee with respect to such Distribution Date in accordance with Section
3.04(c). Notwithstanding the investment of funds held in the Mortgage Loan
Subaccount or the Certificate Distribution Account pursuant to Section 3.06, for
purposes of calculating the Available Certificate Distribution Amount, the
amounts so invested shall be deemed to remain on deposit in such account.

                  "Available Class S Distribution Amount": With respect to any
Companion Loan and any Distribution Date, an amount equal to (a) (i) the
aggregate amount on deposit in the related Companion Subaccount and the related
Companion Loan Distribution Account as of the close of business on the related
Determination Date (including any amounts deposited pursuant to Section 3.18(c)
in respect of any Companion Loan in a Loan Group purchased by the related Class
S Certificateholders), (ii) the aggregate amount of any Delinquency Advances
made by the Master Servicer, Trustee or Fiscal Agent for such Distribution Date
pursuant to Section 4.03 in respect of the MacArthur Companion Loans, (iii) the
aggregate of any Compensating Interest Payments made with respect to any
Companion Loan made by the Master Servicer for such Distribution Date pursuant
to Section 3.19, and (iv) in the case of the Final Distribution Date, the
aggregate of any Liquidation Proceeds that are allocable to such Companion Loan
under its related Intercreditor Agreement paid by the Master Servicer or the
Depositor in connection with a purchase of such Companion Loans and any REO
Properties pursuant to Section 9.01, net of (b) the aggregate portion of the
amount described in clause (a) hereof that represents one or more of the
following: (i) any amounts payable or reimbursable to any Person from such
Companion Subaccount pursuant to clauses (B) - (O), inclusive, of Section
3.05(a)(i), (ii) any amounts payable or reimbursable to any Person from such
Companion Loan Distribution Account pursuant to Section 3.05(b)(ii), (iii)
Monthly Payments paid by the Mortgagors that are due on a Due Date following the
end of the related Collection Period and allocated to the Companion Loan
Subaccount in accordance with Section 3.04(c), (iv) Prepayment Premiums and
Excess Interest, and (v) any amounts deposited in the Companion Subaccount or
the Companion Loan Distribution Account, as the case may be, in error.
Notwithstanding the investment of funds held in the Companion Subaccount or the
Companion Loan Distribution Account pursuant to Section 3.06, for purposes of
calculating the Available Class S Distribution Amount, the amounts so invested
shall be deemed to remain on deposit in such account.



                                       8
<PAGE>

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

                  "Balloon Payment": With respect to any Balloon Mortgage Loan
(including the Mortgage Loan and related Companion Loans in any Loan Group) as
of any date of determination, the Monthly Payment payable on the Maturity Date
of such Mortgage Loan or Companion Loan.

                  "Balloon Payment Interest Excess": With respect to any Balloon
Mortgage Loan as to which the Stated Maturity Date occurs in the same Collection
Period as the prior Due Date (including the Mortgage Loan and related Companion
Loans in any Loan Group) for such Balloon Mortgage Loan, and as to which the
related Balloon Payment is paid during such Collection Period after such prior
Due Date, the amount of interest (net of related Servicing Fees and, if
applicable, Excess Interest) accrued on such Balloon Mortgage Loan from such
prior Due Date to, but not including, the date the related Balloon Payment is
paid, to the extent such interest is actually paid by the related Mortgagor in
connection with the payment of the related Balloon Payment on or before such
Stated Maturity Date.

                  "Balloon Payment Interest Shortfall": With respect to any
Balloon Mortgage Loan (including the Mortgage Loan and related Companion Loans
in any Loan Group) as to which the Stated Maturity Date occurs after the
Determination Date in any calendar month, and as to which the related Balloon
Payment was made during the Collection Period in which such Stated Maturity Date
occurs, the amount of interest that would have accrued on such Balloon Mortgage
Loan or Companion Loan at the related Net Mortgage Rate from such Stated
Maturity Date to but not including the date that (but for the occurrence of such
Stated Maturity Date) would otherwise have been the next succeeding scheduled
Due Date, to the extent not paid by the related Mortgagor.

                  "Bankruptcy Code": The federal Bankruptcy Code, as amended
from time to time (Title 11 of the United States Code).

                  "Bloomberg": As defined in Section 4.02(a).

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

                  "Borrower Recoveries": With respect to any Mortgage Loan or
Companion Loan, amounts other than Monthly Payments, Balloon Payments or Late
Collections received from the related Mortgagor as reimbursement or recoveries
of expenditures made by any of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent.

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

                  "Broker Strip Amount": With respect to each Broker Strip Loan,
the portion of the Servicing Fee equal to 0.07% per annum for the Mortgage Loans
identified as loan numbers 09-0001387, 09-0001389, 09-0001390 and 09-0001412 on
the Mortgage Loan Schedule, and 0.05% per annum for the Mortgage Loans
identified as loan numbers 09-0001334, 09-0001374



                                       9
<PAGE>

and 09-0001385 on the Mortgage Loan Schedule, of the Stated Principal Balance of
the related Mortgage Loan, calculated for the same number of days and on the
same basis as the Servicing Fee Rate. The Mortgage Rate set forth for each
Broker Strip Loan on the Mortgage Loan Schedule is net of such Broker Strip
Amount.

                  "Broker Strip Loans": The Mortgage Loans identified as loan
numbers 09-0001334, 09-0001374, 09-0001385, 09-0001387, 09-0001389, 09-0001390
and 09-0001412 on the Mortgage Loan Schedule.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, and the cities in which
the Primary Servicing Offices of the Master Servicer and the Special Servicer
and the city in which the Corporate Trust Office of the Trustee is located, are
authorized or obligated by law or executive order to remain closed.

                  "Cash Collateral Account": With respect to any Mortgage Loan
or Loan Group that has a Lock-Box Account, any account or accounts created
pursuant to the related Mortgage Loan or Loan Group, Cash Collateral Account
Agreement or other loan document, into which account or accounts the Lock-Box
Account monies are swept on a regular basis for the benefit of the Trustee as
successor to the Mortgage Loan Seller's interest in the Mortgage Loans and
Companion Loans. Any Cash Collateral Account shall be beneficially owned for
federal income tax purposes by the Person who is entitled to receive all
reinvestment income or gain thereon in accordance with the terms and provisions
of the related Mortgage Loan Companion Loan and Section 3.06, which Person shall
be taxed on all reinvestment income or gain thereon. The Master Servicer shall
be permitted to make withdrawals therefrom solely for deposit into the
Collection Account. To the extent not inconsistent with the terms of the related
Mortgage Loan or Companion Loan, each such Cash Collateral Account shall be an
Eligible Account.

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

                  "CERCLA": The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

                  "Certificate": Any one of the Depositor's Mortgage
Pass-Through Certificates, Series 2000-C3, as executed by the Trustee and
authenticated and delivered hereunder by the Certificate Registrar.

                  "Certificate Distribution Account": The segregated account or
accounts created and maintained by the Trustee pursuant to Section 3.04(d)(ii)
in trust for the Certificateholders, which shall be entitled "LaSalle Bank
National Association, as Trustee, in trust for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series
2000-C3". Any such account or accounts shall be an Eligible Account.

                   "Certificate Factor": With respect to any Class of REMIC III
Regular Certificates, as of any date of determination, a fraction, expressed as
a decimal carried to eight



                                       10
<PAGE>

places, the numerator of which is the then related Class Principal Balance or
the Class Notional Amount, as the case may be, and the denominator of which is
the related Initial Class Principal Balance or the Initial Class Notional
Amount, as the case may be.

                  "Certificate Notional Amount": With respect to any Class X
Certificate, as of any date of determination, the then notional principal amount
on which such Certificate accrues interest equal to the product of (a) the
Percentage Interest evidenced by such Certificate, multiplied by (b) the then
Class Notional Amount of the Class X Certificates.

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

                  "Certificate Principal Balance": With respect to any Principal
Balance Certificate, as of any date of determination, the then outstanding
principal amount of such Certificate equal to the product of (a) the Percentage
Interest evidenced by such Certificate, multiplied by (b) the then Class
Principal Balance of the Class of Certificates to which such Certificate
belongs.

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

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent, approval or waiver pursuant to this
Agreement, any Certificate registered in the name of the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, the Depositor or any Affiliate
of either shall be deemed not to be outstanding, and the Voting Rights to which
it is entitled shall not be taken into account in determining whether the
requisite percentage of Voting Rights necessary to effect any such consent,
approval or waiver has been obtained, except as otherwise provided in Sections
7.04 and 11.01. The Trustee shall be entitled to request and rely upon a
certificate of the Master Servicer, the Special Servicer or the Depositor in
determining whether a Certificate is registered in the name of an Affiliate of
such Person. All references herein to "Holders" or "Certificateholders" shall
reflect the rights of Certificate Owners as they may indirectly exercise such
rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register as of the
related Record Date.

                  "Class": Collectively, all of the Certificates bearing the
same alphabetical and, if applicable, numerical class designation.

                  "Class A Certificate": Any one of the Class A-1 or Class A-2
Certificates.

                  "Class A-1 Certificate": Any one of the Certificates with a
"Class A-1" designation on the face thereof, substantially in the form of
Exhibit A-2 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.



                                       11
<PAGE>

                  "Class A-2 Certificate": Any one of the Certificates with a
"Class A-2" designation on the face thereof, substantially in the form of
Exhibit A-3 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                  "Class B Certificate": Any one of the Certificates with a
"Class B" designation on the face thereof, substantially in the form of Exhibit
A-4 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class C Certificate": Any one of the Certificates with a
"Class C" designation on the face thereof, substantially in the form of Exhibit
A-5 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class D Certificate": Any one of the Certificates with a
"Class D" designation on the face thereof, substantially in the form of Exhibit
A-6 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class E Certificate": Any one of the Certificates with a
"Class E" designation on the face thereof, substantially in the form of Exhibit
A-7 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class F Certificate": Any one of the Certificates with a
"Class F" designation on the face thereof, substantially in the form of Exhibit
A-8 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class G Certificate": Any one of the Certificates with a
"Class G" designation on the face thereof, substantially in the form of Exhibit
A-9 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class H Certificate": Any one of the Certificates with a
"Class H" designation on the face thereof, substantially in the form of Exhibit
A-10 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class J Certificate": Any one of the Certificates with a
"Class J" designation on the face thereof, substantially in the form of Exhibit
A-11 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class K Certificate": Any one of the Certificates with a
"Class K" designation on the face thereof, substantially in the form of Exhibit
A-12 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class L Certificate": Any one of the Certificates with a
"Class L" designation on the face thereof, substantially in the form of Exhibit
A-13 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class M Certificate": Any one of the Certificates with a
"Class M" designation on the face thereof, substantially in the form of Exhibit
A-14 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.



                                       12
<PAGE>

                  "Class N Certificate": Any one of the Certificates with a
"Class N" designation on the face thereof, substantially in the form of Exhibit
A-15 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class O Certificate": Any one of the Certificates with a
"Class O" designation on the face thereof, substantially in the form of Exhibit
A-16 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class P Certificate": Any one of the Certificates with a
"Class P" designation on the face thereof, substantially in the form of Exhibit
A-17 attached hereto, and evidencing a "regular interest" in REMIC III for
purposes of the REMIC Provisions.

                  "Class S-AM Certificate": Any one of the Certificates with a
"Class S-AM" designation on the face thereof, substantially in the form of
Exhibit A-18 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                  "Class S-MAC-1 Certificate": Any one of the Certificates with
a "Class S-MAC-1" designation on the face thereof, substantially in the form of
Exhibit A-19 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                  "Class S-MAC-2 Certificate": Any one of the Certificates with
a "Class S-MAC-2" designation on the face thereof, substantially in the form of
Exhibit A-20 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                   "Class S-MAC-3 Certificate": Any one of the Certificates with
a "Class S-MAC-3" designation on the face thereof, substantially in the form of
Exhibit A-21 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                  "Class S-MAC-4 Certificate": Any one of the Certificates with
a "Class S-MAC-4" designation on the face thereof, substantially in the form of
Exhibit A-22 attached hereto, and evidencing a "regular interest" in REMIC III
for purposes of the REMIC Provisions.

                  "Class LA-1 Component": A non-certificated beneficial
ownership interest in REMIC III, designated as a "regular interest" therein and
entitled to distributions of interest, subject to the terms and conditions
hereof, in an amount based upon the Class LA-1 Component Rate and the
Uncertificated Principal Balance of REMIC II Regular Interest LA-1 outstanding
from time to time.

                  "Class LA-2 Component": A non-certificated beneficial
ownership interest in REMIC III, designated as a "regular interest" therein and
entitled to distributions of interest, subject to the terms and conditions
hereof, in an amount based upon the Class LA-2 Component Rate and the
Uncertificated Principal Balance of REMIC II Regular Interest LA-2 outstanding
from time to time.

                  "Class LB Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LB Component



                                       13
<PAGE>

Rate and the Uncertificated Principal Balance of REMIC II Regular Interest LB
outstanding from time to time.

                  "Class LC Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LC Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LC outstanding from time to time.

                  "Class LD Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LD Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LD outstanding from time to time.

                  "Class LE Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LE Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LE outstanding from time to time.

                  "Class LF Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LF Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LF outstanding from time to time.

                  "Class LG Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LG Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LG outstanding from time to time.

                  "Class LH Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LH Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LH outstanding from time to time.

                  "Class LJ Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LJ Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LJ outstanding from time to time.

                  "Class LK Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LK Component



                                       14
<PAGE>

Rate and the Uncertificated Principal Balance of REMIC II Regular Interest LK
outstanding from time to time.

                  "Class LL Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LL Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LL outstanding from time to time.

                  "Class LM Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LM Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LM outstanding from time to time.

                  "Class LN Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LN Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LN outstanding from time to time.

                  "Class LO Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LO Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LO outstanding from time to time.

                  "Class LP Component": A non-certificated beneficial ownership
interest in REMIC III, designated as a "regular interest" therein and entitled
to distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LP Component Rate and the Uncertificated Principal
Balance of REMIC II Regular Interest LP outstanding from time to time.

                  "Class LA-1 Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
A-1 Pass-Through Rate.

                  "Class LA-2 Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
A-2 Pass-Through Rate.

                  "Class LB Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
B Pass-Through Rate.

                  "Class LC Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
C Pass-Through Rate.



                                       15
<PAGE>

                  "Class LD Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
D Pass-Through Rate for such Distribution Date.

                  "Class LE Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
E Pass-Through Rate for such Distribution Date.

                  "Class LF Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
F Pass-Through Rate for such Distribution Date.

                  "Class LG Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
G Pass-Through Rate for such Distribution Date.

                  "Class LH Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
H Pass-Through Rate for such Distribution Date.

                  "Class LJ Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
J Pass-Through Rate for such Distribution Date.

                  "Class LK Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
K Pass-Through Rate for such Distribution Date.

                  "Class LL Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
L Pass-Through Rate for such Distribution Date.

                  "Class LM Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
M Pass-Through Rate for such Distribution Date.

                  "Class LN Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
N Pass-Through Rate for such Distribution Date.

                  "Class LO Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
O Pass-Through Rate for such Distribution Date.

                  "Class LP Component Rate": The amount, if any, by which the
Weighted Average Net Mortgage Rate for such Distribution Date exceeds the Class
P Pass-Through Rate for such Distribution Date.



                                       16
<PAGE>

                  "Class Notional Amount": The aggregate notional principal
amount on which the Class X Certificates accrue interest from time to time
which, as of any date of determination, is equal to the then aggregate of the
Uncertificated Principal Balances of REMIC II Regular Interests LA-1, LA-2, LB,
LC, LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN, LO and LP.

                  "Class Principal Balance": The aggregate principal amount of
any Class of Principal Balance Certificates outstanding as of any date of
determination. On each Distribution Date, the Class Principal Balance of each
Class of the Principal Balance Certificates shall be reduced by the amount of
any distributions of principal made thereon on such Distribution Date pursuant
to Section 4.01(c) and, if and to the extent appropriate, shall be further
reduced on such Distribution Date as provided in Section 4.04(c).

                  "Class R-I Certificate": Any one of the Certificates with a
"Class R-I" designation on the face thereof, substantially in the form of
Exhibit A-23 attached hereto, and evidencing the sole class of "residual
interests" in REMIC I for purposes of the REMIC Provisions.

                  "Class R-I Distribution Amount": With respect to any
Distribution Date, any amounts available to be paid to the holders of the Class
R-I Certificates on such date after all REMIC I Regular Interests have been paid
in full.

                  "Class R-II Certificate": Any one of the Certificates with a
"Class R-II" designation on the face thereof, substantially in the form of
Exhibit A-24 attached hereto, and evidencing the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions.

                  "Class R-II Distribution Amount": With respect to any
Distribution Date, any amounts available to be paid to the holders of the Class
R-II Certificates on such date after all REMIC II Regular Interests have been
paid in full.

                  "Class R-III Certificate": Any one of the Certificates with a
"Class R-III" designation on the face thereof, substantially in the form of
Exhibit A-25 attached hereto, and evidencing the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.

                  "Class R-III Distribution Amount": With respect to any
Distribution Date, any amounts available to be paid to the holders of the Class
R-III Certificates on such date after all REMIC III Regular Certificates have
been paid in full.

                  "Class S Certificate": Any Class S-AM, Class S-MAC-1, Class
S-MAC-2, Class S-MAC-3 or Class S-MAC-4 Certificate, each evidencing a "regular
interest" in REMIC III for purposes of the REMIC Provisions.

                  "Class S Certificateholder": Any Holder of a Class S
Certificate.

                  "Class S Principal Distribution Amount": With respect to any
Distribution Date and any Companion Loan, the aggregate of (i) the Current Class
S Principal Distribution Amount for such Distribution Date and for such
Companion Loan and (ii) if such Distribution Date is



                                       17
<PAGE>

after the initial Distribution Date, the excess, if any, of the Class S
Principal Distribution Amount for the preceding Distribution Date, over the
aggregate distributions of principal made in respect of the related Class S
Certificates in respect of such Class S Principal Distribution Amount on the
preceding Distribution Date.

                   "Class X Certificate": Any one of the Certificates with a
"Class X" designation on the face thereof, substantially in the form of Exhibit
A-1, evidencing "regular interests" in REMIC III for purposes of the REMIC
Provisions.

                  "Class X Component": Any of the sixteen (16) components
constituting "regular interests" in REMIC III for purposes of the REMIC
Provisions and comprising the Class X Certificates. Such components are
identified as Class LA-1, LA-2, LB, LC, LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN,
LO and LP Components.

                  "Closing Date": December 14, 2000.

                  "CMSA Financial File": The monthly, quarterly, semi-annual or
annual report, as the case may be, in the "CMSA Financial File" format
substantially containing the information called for therein for each Mortgage
Loan or Loan Group, as applicable, the form of which is attached hereto as
Exhibit M.

                  "CMSA Periodic Loan File": The monthly report in the "CMSA
periodic loan file" format containing such information for the Mortgage Loans
and Companion Loans as may be reasonably requested by the Depositor, which
report shall be substantially in the form attached hereto as Exhibit J.

                  "CMSA Property File Report": The monthly report in the "CMSA
property file" format containing the information called for therein for each
Mortgaged Property, the form of which is attached hereto as Exhibit N, which for
each Distribution Date shall set forth certain information set forth therein as
of the end of the preceding calendar month.

                  "Code": The Internal Revenue Code of 1986, as amended.

                  "Collection Account": The custodial account or accounts
created and maintained pursuant to Section 3.04(a) in the name of the Master
Servicer, as custodian for the Holders of the Certificates, for the holders of
certain other interests in mortgage loans serviced or sold by the Master
Servicer and for the Master Servicer, into which the amounts set forth in
Section 3.04(a) shall be deposited directly. Any such account or accounts shall
be an Eligible Account.

                  "Collection Period": With respect to any Distribution Date and
any Mortgage Loan or Loan Group, the period commencing immediately following the
prior such period (or, in the case of the initial Collection Period, commencing
immediately following the Cut-off Date for such Mortgage Loan or Loan Group) and
ending on and including the related Determination Date.

                  "Collection Report": The monthly report to be prepared by the
Master Servicer and delivered to the Trustee and the Depositor pursuant to
Section 4.02(b).



                                       18
<PAGE>

                  "Commission":  The Securities and Exchange Commission.

                  "Companion Loan": Any one of the Companion Loans as defined in
the Preliminary Statement. Such term shall include any Companion Loan that has
become an REO Loan or Specially Serviced Loan or that has been defeased in whole
or in part.

                  "Companion Loan Distribution Account": With respect to each
Companion Loan, the separate account created and maintained by the Trustee
pursuant to Section 3.05 and held on behalf of the related Class S
Certificateholder, which shall be entitled "LaSalle Bank National Association,
as Trustee for the Class S Certificateholder of the related Companion Loan." Any
such account shall be an Eligible Account.

                  "Companion Loans": As defined in the Preliminary Statement.

                  "Companion Register": The register maintained pursuant to
Section 11.03.

                  "Companion Servicing Fee": With respect to any Companion Loan
and any Distribution Date, the fees payable at the Servicing Fee Rate pursuant
to Section 3.11(a) in respect of such Companion Loan.

                  "Companion Subaccount": Each subaccount of the Collection
Account relating to a Companion Loan and the related class of Class S
Certificateholders, which subaccount is created and maintained pursuant to
Section 3.04 and held on behalf of the applicable Class S Certificateholders.

                  "Compensating Interest Payments": Any payment required to be
made by the Master Servicer pursuant to Section 3.19(f) to cover Prepayment
Interest Shortfalls or Section 3.19(e) to cover Balloon Payment Interest
Shortfalls.

                  "Component Notional Amount": As to each of the Class X
Components, a notional principal amount of which the Accrued Certificate
Interest of such component is calculated from time to time equal to the
Uncertificated Principal Balance of the alphabetically corresponding REMIC II
Regular Interest.

                  "Component Rate": As to each of the Class X Components, the
rate reflected in the definition for such component herein.

                   "Controlling Class": As of any date of determination, the
outstanding Class of Principal Balance Certificates (excluding the Class S
Certificates) with the lowest Payment Priority (the Class A Certificates being
treated as a single Class for this purpose) that has a then outstanding Class
Principal Balance at least equal to 25% of the Initial Class Principal Balance
thereof (or, if no Class of Principal Balance Certificates outstanding has a
Class Principal Balance at least equal to 25% of the Initial Class Principal
Balance thereof, then the "Controlling Class" shall be the outstanding Class of
Principal Balance Certificates with the lowest Payment Priority). Initially, the
Controlling Class will consist of the Class P Certificates. The Class S-AM
Certificates and, the most subordinate of the Class S-MAC-1, Class S-MAC-2,
Class S-MAC-3 and Class S-MAC-4 Certificates that has a then outstanding Class
Principal Balance at least equal to 25% of the Initial Class Principal Balance
thereof (or, if no Class of Class S-MAC



                                       19
<PAGE>

Certificates outstanding has a Class Principal Balance of Class S-MAC
Certificates at least equal to 25% of its Initial Class Principal Balance, then
the "Controlling Class" shall be the outstanding Class of Class S-MAC
Certificates with the lowest Payment Priority) shall, as of any date of
determination, be deemed to be the Controlling Class for the purpose of
exercising rights to purchase the related Loan Group pursuant to Section 3.18,
if such class has a Class Principal Balance at least equal to 25% of the Initial
Class Principal Balance thereof. Notwithstanding the foregoing, any deemed
Controlling Class of any Class of Class S Certificates will not have any other
rights given to the Controlling Class, except as indicated in Section 3.18.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Asset Backed Securities Trust Services Group
- GMAC Commercial Mortgage Securities, Inc. Series 2000-C3.

                  "Corrected Mortgage Loan": Any Mortgage Loan or Loan Group
(and each related Cross-Collateralized Mortgage Loan) that had been a Specially
Serviced Mortgage Loan but has ceased to be such in accordance with the
definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or Loan Group or a
related Mortgaged Property becoming an REO Property).

                  "CPR": An assumed constant rate of prepayment each month
(which is quoted on a per annum basis) relative to the then outstanding
principal balance of a pool of mortgage loans for the life of such mortgage
loans.

                  "Credit File": Any documents, other than documents required to
be part of the related Mortgage File, in the possession of the Master Servicer
or Special Servicer and relating to the origination and servicing of any
Mortgage Loan or Loan Group.

                  "Credit Lease": With respect to each Credit Lease Loan, the
lease agreement between the Mortgagor as lessor and the Tenant as lessee of the
related Mortgage Property.

                  "Credit Lease Loan": Each Mortgage Loan or Loan Group that is
identified as a "Credit Lease Loan" on the Mortgage Loan Schedule.

                  "Cross-Collateralized Mortgage Loans": Any two or more
Mortgage Loans or Loan Groups listed on the Mortgage Loan Schedule that are
cross-collateralized with each other.

                  "Current Class S Principal Distribution Amount": With respect
to any Distribution Date and any Companion Loan, an amount equal to the
aggregate of the following (without duplication):

                          (a) the principal portions of all Monthly Payments
             (other than Balloon Payments) and any Assumed Monthly Payments due
             or deemed due, as the case may be, in respect of such Companion
             Loan or related REO Loan for the Due Date occurring during the same
             calendar month as such Distribution Date;



                                       20
<PAGE>

                          (b) all Principal Prepayments received on such
             Companion Loan during the related Collection Period;

                          (c) if the related Stated Maturity Date occurred
             during or prior to the related Collection Period, any payment of
             principal (exclusive of any Principal Prepayment and any amount
             described in subclause (d) below) that was made by or on behalf of
             the related Mortgagor during the related Collection Period and
             allocable to such Companion Loan, net of any portion of such
             payment that represents a recovery of the principal portion of any
             Monthly Payment (other than a Balloon Payment) due, or the
             principal portion of any Assumed Monthly Payment deemed due, in
             respect of such Companion Loan on a Due Date during or prior to the
             same calendar month as such Distribution Date and not previously
             recovered;

                          (d) that portion of all Liquidation Proceeds
             (exclusive of any Excess Liquidation Proceeds) and Insurance
             Proceeds received on or in respect of such Companion Loan during
             the related Collection Period that were identified and applied by
             the Master Servicer as recoveries of principal thereof, in each
             case net of any portion of such amounts that represents a recovery
             of the principal portion of any Monthly Payment (other than a
             Balloon Payment) due, or of the principal portion of any Assumed
             Monthly Payment deemed due, in respect of such Companion Loan on a
             Due Date during or prior to the same calendar month as such
             Distribution Date and not previously recovered; and

                          (e) that portion of all Liquidation Proceeds
             (exclusive of any Excess Liquidation Proceeds), Insurance Proceeds
             and REO Revenues received on or in respect of any REO Properties
             securing such Companion Loan during the related Collection Period
             that were identified and applied by the Master Servicer as
             recoveries of principal of the REO Loan and allocable to such
             Companion Loan under the applicable Intercreditor Agreement, in
             each case net of any portion of such amounts that represents a
             recovery of the principal portion of any Monthly Payment (other
             than a Balloon Payment) due, or of the principal portion of any
             Assumed Monthly Payment deemed due, in respect of such REO Loan or
             the related Companion Loan on a Due Date during or prior to the
             same calendar month as such Distribution Date and not previously
             recovered.

                  "Current Principal Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of the following (without
duplication):

                  (a) the principal portions of all Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments due or deemed due, as the
case may be, in respect of the Mortgage Loans and any REO Loans for their
respective Due Dates occurring during the same calendar month as such
Distribution Date;

                  (b) all Principal Prepayments received on the Mortgage Loans
during the related Collection Period;

                  (c) with respect to any Balloon Mortgage Loan as to which the
related Stated Maturity Date occurred or any ARD Loan as to which the related
Anticipated Repayment Date occurred, during or prior to the related Collection
Period, any payment of principal (exclusive of



                                       21
<PAGE>

any Principal Prepayment and any amount described in subclause (d) below) that
was made by or on behalf of the related Mortgagor during the related Collection
Period, net of any portion of such payment that represents a recovery of the
principal portion of any Monthly Payment (other than a Balloon Payment) due, or
the principal portion of any Assumed Monthly Payment deemed due, in respect of
such Mortgage Loan on a Due Date during or prior to the same calendar month as
such Distribution Date and not previously recovered;

                  (d) that portion of all Liquidation Proceeds (exclusive of any
Excess Liquidation Proceeds) and Insurance Proceeds received on or in respect of
the Mortgage Loans during the related Collection Period that were identified and
applied by the Master Servicer as recoveries of principal thereof, in each case
net of any portion of such amounts that represents a recovery of the principal
portion of any Monthly Payment (other than a Balloon Payment) due, or of the
principal portion of any Assumed Monthly Payment deemed due, in respect of any
such Mortgage Loan on a Due Date during or prior to the same calendar month as
such Distribution Date and not previously recovered; and

                  (e) that portion of all Liquidation Proceeds (exclusive of any
Excess Liquidation Proceeds), Insurance Proceeds and REO Revenues received on or
in respect of any REO Properties during the related Collection Period that were
identified and applied by the Master Servicer as recoveries of principal of the
REO Loans, in each case net of any portion of such amounts that represents a
recovery of the principal portion of any Monthly Payment (other than a Balloon
Payment) due, or of the principal portion of any Assumed Monthly Payment deemed
due, in respect of any such REO Loan or the related Mortgage Loan on a Due Date
during or prior to the same calendar month as such Distribution Date and not
previously recovered.

                  "Custodian": A Person who is at any time appointed by the
Trustee pursuant to Section 8.11 as a document custodian for the Mortgage Files,
which Person shall not be the Depositor, any Mortgage Loan Seller or an
Affiliate of any of them. The Trustee shall act as the initial Custodian.

                  "Cut-off Date": With respect to any Mortgage Loan or Companion
Loan, the Due Date for such Mortgage Loan or Companion Loan in December 2000.

                  "Cut-off Date Principal Balance": With respect to any Mortgage
Loan or Companion Loan, the outstanding principal balance of such Mortgage Loan
or Companion Loan as of the Cut-off Date, after application of all payments of
principal due on or before such date, whether or not received.

                  "Debt Service Coverage Ratio": With respect to any Mortgage
Loan or Companion Loan (or group of Cross-Collateralized Mortgage Loans) for any
specified period, the debt service coverage ratio calculated in accordance with
Exhibit I using the methodologies set forth in Exhibit F.

                  "Default Interest": With respect to any Mortgage Loan or Loan
Group (or related REO Loan), any amounts collected thereon, other than interest
at the Revised Rate accrued on any ARD Loan after its Anticipated Repayment
Date, late payment charges and Prepayment



                                       22
<PAGE>

Premiums, that represent penalty interest in excess of interest on the principal
balance of such Mortgage Loan or Loan Group (or REO Loan) accrued at the related
Mortgage Rate.

                  "Defaulted Mortgage Loan": With respect to any Mortgage Loan
or Loan Group, a mortgage loan that is delinquent in an amount equal to at least
two Monthly Payments or is delinquent thirty days or more in respect of its
Balloon Payment, if any, in either case such delinquency to be determined
without giving effect to any grace period permitted by the related Mortgage or
Mortgage Note and without regard to any acceleration of payments under the
related Mortgage and Mortgage Note.

                  "Defaulting Party": As defined in Section 7.01(b).

                  "Defeasance Collateral": Noncallable government obligations of
(or non-callable obligations, fully guaranteed as to timely payment by) the
United States of America, as are permitted under the terms of a Mortgage Note or
related Mortgage Loan Documents, but only if such obligations or assets
constitute "government securities" under the defeasance rule of the REMIC
Provisions.

                  "Defeasance Loan": A Mortgage Loan or Loan Group that is
designated as such on the Mortgage Loan Schedule.

                  "Defeasance Option": The right of a Mortgagor, pursuant to the
terms of the related Mortgage Note or related Mortgage Loan Documents, to obtain
a release of any portion of the related Mortgaged Property from the lien of the
related Mortgages upon the pledge to the Trustee of Defeasance Collateral.

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

                  "Definitive Certificate": As defined in Section 5.03(a).

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

                  "Delinquency Advance": As to any Mortgage Loan, any MacArthur
Companion Loan or REO Loan, any advance made by the Master Servicer, the Trustee
or the Fiscal Agent pursuant to Section 4.03.

                  "Delinquency Advance Date": The Business Day preceding each
Distribution Date.

                  "Delinquent Loan Status Report": A report or reports setting
forth, among other things, those Mortgage Loans or Loan Groups which, as of the
close of business on the immediately preceding Determination Date, were (i)
delinquent 30-59 days, (ii) delinquent 60-89 days, (iii) delinquent 90 days or
more, (iv) current but specially serviced, (v) in foreclosure but as to which
the related Mortgaged Property had not become REO Property, or (vi) related to
Mortgaged Property which had become REO Property, together with such additional
information in respect of each such Mortgage Loan or Loan Group as is
contemplated on Exhibit H hereto.



                                       23
<PAGE>

                  "Depositor": GMAC Commercial Mortgage Securities, Inc. or its
successor in interest.

                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
Cede & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

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

                  "Designated Sub-Servicer": Any Sub-Servicer set forth on
Exhibit L hereto and any successor thereto under the related Designated
Sub-Servicer Agreement.

                  "Designated Sub-Servicer Agreement": With respect to any
Additional Servicing Fee Mortgage Loan, the agreement among the Master Servicer,
the applicable Designated Sub-Servicer and Archon Financial, L.P. pursuant to
which the Designated Sub-Servicer agrees to service the Additional Servicing Fee
Mortgage Loans.

                  "Determination Date": With respect to any Distribution Date,
the 5th day of the month in which such Distribution Date occurs, or if such 5th
day is not a Business Day, the Business Day immediately following.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof that are not (within
the meaning of Treasury Regulations Section 1.512(b)-1(c)(5)) customarily
provided to tenants in connection with the rental of space for occupancy, the
management or operation of such REO Property, the holding of such REO Property
primarily for sale to customers in the ordinary course of a trade or business,
the performance of any construction work thereon or any use of such REO Property
in a trade or business conducted by REMIC I, 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 (of the
type that would be deductible under Code Section 162) or capital expenditures
with respect to such REO Property.

                  "Discount Rate": With respect to each Mortgage Loan and
Companion Loan as to which there has been a prepayment during a Collection
Period and for which a Prepayment Premium is collected, the yield (compounded
monthly) for "This Week" as reported by the Federal Reserve Board in Federal
Reserve Statistical Release H.15(519) for the constant maturity treasury having
a maturity coterminous with the Anticipated Repayment Date, in the case of an
ARD Loan, or the Maturity Date, in the case of each other Mortgage Loan or
Companion Loan, of such Mortgage Loan or Companion Loan as of the related
Determination Date. If there is no



                                       24
<PAGE>

Discount Rate for instruments having a maturity coterminous with the Maturity
Date or Anticipated Repayment Date, as applicable, of the applicable Mortgage
Loan or Companion Loan, then the Discount Rate will be equal to the linear
interpolation of the yields of the constant maturity treasuries with maturities
next longer and shorter than such Maturity Date or Anticipated Repayment Date,
as the case may be.

                  "Discount Rate Fraction": With respect to the distribution of
any Prepayment Premium received with respect to any Mortgage Loan to the Holders
of any Class of Principal Balance Certificates on any Distribution Date, a
fraction (not greater than 1.0 or less than zero), (a) the numerator of which is
equal to the excess, if any, of (x) the Pass-Through Rate for such Class of
Certificates over (y) the relevant Discount Rate and (b) the denominator of
which is equal to the excess, if any, of (x) the Mortgage Rate of the related
Mortgage Loan over (y) the relevant Discount Rate.

                  "Distributable Certificate Interest": With respect to any
Class of REMIC III Regular Certificates, for any Distribution Date, the Accrued
Certificate Interest in respect of such Class of Certificates for such
Distribution Date, reduced (to not less than zero) by that portion, if any, of
the Net Aggregate Prepayment Interest Shortfall, if any, for such Distribution
Date allocated to such Class of Certificates as set forth below. The Net
Aggregate Prepayment Interest Shortfall attributable to the Mortgage Loans, if
any, for each Distribution Date shall be allocated on such Distribution Date
among the REMIC III Regular Certificates (other than the Class S Certificates),
pro rata, in accordance with the respective amounts of Accrued Certificate
Interest for such Classes of Certificates for such Distribution Date. The Net
Aggregate Prepayment Interest Shortfall attributable to any Companion Loan, if
any, for each Distribution Date shall be allocated on such Distribution Date
among the REMIC III Regular Certificates represented by the related class of
Class S Certificateholders. With respect to any Class X Component, for any
Distribution Date, the Accrued Certificate Interest in respect of such component
for such Distribution Date, reduced (to not less than zero) by that portion, if
any, of the Net Aggregate Prepayment Interest Shortfall, if any, for such
Distribution Date allocated to such component as set forth below. The Net
Aggregate Prepayment Interest Shortfall attributable to the Mortgage Loans, if
any, allocated to the Class X Certificates for each Distribution Date shall be
allocated to each Class X Component pro rata, in accordance with the respective
amount of Accrued Certificate Interest attributable to such Class X Component.

                  "Distribution Account": Each of the Companion Loan
Distribution Accounts and the Certificate Distribution Account.

                  "Distribution Date": The 15th day of any month, or if such
15th day is not a Business Day, the Business Day immediately following,
commencing in January 2001.

                  "Distribution Date Statement": As defined in Section 4.02(a).

                  "Due Date": With respect to (i) any Mortgage Loan or Companion
Loan on or prior to its Maturity Date, the day of the month set forth in the
related Mortgage Note on which each Monthly Payment thereon is scheduled to be
first due; (ii) any Balloon Mortgage Loan after the Maturity Date therefor, the
day of the month set forth in the related Mortgage Note on which each Monthly
Payment on such Mortgage Loan or Companion Loan had been scheduled to be



                                       25
<PAGE>

first due; and (iii) any REO Loan, the day of the month set forth in the related
Mortgage Note on which each Monthly Payment on the related Mortgage Loan or
Companion Loan had been scheduled to be first due.

                  "Eligible Account": An account 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 (x) P-1 by Moody's or (y) F-1+ (or its equivalent)
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 (x) Aa3 by Moody's
or (y) AA- (or its equivalent) 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 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 written confirmation from such Rating Agency to the effect that use
of any such account as the Collection Account or the Distribution Account would
not result in the downgrade, qualification or withdrawal of the rating then
assigned to any Class of Certificates by such Rating Agency.

                  "Emergency Advance": Any Servicing Advance that must be made
within five Business Days by the Special Servicer in order to avoid any material
penalty, any material harm to a Mortgaged Property or any other material adverse
consequence to the Trust Fund.

                  "Environmental Assessment": A "Phase I assessment" conducted
in accordance with ASTM Standard E 1527-93 or any successor thereto published by
ASTM.

                  "Environmental Policy": Collectively, the Secured Creditor
Impaired Property Policies (Portfolio) issued by American International
Specialty Lines Insurance Company with respect to the Mortgaged Properties
listed on Schedule IV.

                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "Escrow Payment": Any payment received by the Master Servicer
or the Special Servicer for the account of any Mortgagor for application toward
the payment of real estate taxes, assessments, insurance premiums, ground rents
(if applicable) and similar items in respect of the related Mortgaged Property.

                  "Event of Default": One or more of the events described in
Section 7.01(a).

                  "Excess Interest": With respect to each of the ARD Loans,
interest accrued on such ARD Loan and allocable to the Excess Rate and, except
to the extent limited by applicable law, interest accrued at the Revised Rate on
any such accrued interest that is unpaid. The Excess Interest is an asset of the
Trust Fund which is a Grantor Trust Asset not held in REMIC I, REMIC II or REMIC
III.

                  "Excess Liquidation Proceeds": With respect to any Mortgage
Loan or Loan Group, the excess of (i) Liquidation Proceeds of that Mortgage Loan
or Loan Group or related REO Property net of any related Liquidation Expenses,
over (ii) the amount that would have been received if a Principal Payment in
full had been made with respect to such Mortgage Loan



                                       26
<PAGE>

or Loan Group on the Due Date immediately following the date on which such
proceeds were received.

                  "Excess Liquidation Proceeds Reserve Account": The segregated
account created and maintained by the Trustee pursuant to Section 3.04(e) in
trust for the Certificateholders, which shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2000-C3 --
Excess Liquidation Proceeds Reserve Account." Any such account shall be an
Eligible Account.

                  "Excess Rate": With respect to each ARD Loan after the related
Anticipated Repayment Date, the excess of (i) the applicable Revised Rate over
(ii) the applicable initial Mortgage Rate, each as set forth in the Mortgage
Loan Schedule.

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

                  "FDIC": Federal Deposit Insurance Corporation or any
successor.

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

                  "Final Distribution Date": The final Distribution Date on
which any distributions are to be made on the Certificates as contemplated by
Section 9.01.

                  "Final Recovery Determination": A determination by the Special
Servicer with respect to any defaulted Mortgage Loan or Loan Group or REO
Property (other than a Mortgage Loan or Loan Group or REO Property, as the case
may be, that was purchased by a Mortgage Loan Seller pursuant to Section 6 of
the related Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4
of the related Supplemental Agreement, as applicable, by the Majority
Certificateholder of a Controlling Class or a Class S Certificateholder pursuant
to Section 3.18(b) or by the Master Servicer or the Special Servicer pursuant to
Section 3.18(c), or by the Master Servicer or the Depositor pursuant to Section
9.01) that, in the reasonable and good faith judgment of the Special Servicer,
there has been a recovery of all Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries that, in the Special Servicer's judgment, exercised
without regard to any obligation of the Master Servicer or the Special Servicer
to make payments from its own funds pursuant to Section 3.07(b), will ultimately
be recoverable.

                  "Fiscal Agent": ABN AMRO Bank N.V., a banking organization
organized under the laws of the Netherlands, its successor in interest, or any
successor fiscal agent appointed as provided herein.

                  "Fiscal Agent Termination Event": As defined in Section 8.15.

                  "Fitch": Fitch, Inc. or its successor in interest. If neither
such rating agency nor any successor remains in existence, "Fitch" shall be
deemed to refer to such other nationally recognized statistical rating agency or
other comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee, the Master Servicer and the Special Servicer and
specific ratings of Fitch, Inc. herein referenced shall be deemed to refer to
the equivalent ratings of the party so designated.



                                       27
<PAGE>

                  "Fixed Rate Mortgage Loan": A Mortgage Loan or Companion Loan
as to which the related Mortgage Note provides, as of the Closing Date, for a
Mortgage Rate that remains fixed through the remaining term thereof (without
regard to any extension at the Mortgagor's or the mortgagee's option under the
terms of the related Mortgage Loan documents).

                  "FNMA": Federal National Mortgage Association or any
successor.

                  "GMACCM": GMAC Commercial Mortgage Corporation or its
successor in interest.

                  "Grantor Trust": That certain "grantor trust" (within the
meaning of the Grantor Trust Provisions), the assets of which include the
Grantor Trust Assets.

                  "Grantor Trust Assets": Any Excess Interest.

                  "Grantor Trust Provisions": Subpart E of Subchapter J and
Section 7701 of the Code, and final Treasury Regulations, published rulings,
notices and announcements, promulgated thereunder, as the foregoing may be in
effect from time to time.

                  "Gross Margin": With respect to each Adjustable Rate Mortgage
Loan (and any successor REO Loan), the fixed number of percentage points set
forth in the Mortgage Loan Schedule that is added to the applicable value of the
related Index on each Interest Rate Adjustment Date in accordance with the terms
of the related Mortgage Note to determine, subject to any applicable periodic
and lifetime limitations on adjustments thereto, the related Mortgage Rate.

                  "Ground Lease": The ground lease pursuant to which any
Mortgagor holds a leasehold interest in the related Mortgaged Property.

                  "Guarantor": The guarantor under any Guaranty with respect to
a Credit Lease.

                  "Guaranty": With respect to any Credit Lease Loan, a guaranty
agreement executed by an affiliate of the related Tenant that guarantees the
Tenant's obligations under the related Credit Lease.

                  "Hazardous Materials": Any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to CERCLA or any other federal, state or local
environmental related laws and regulations, and specifically including, without
limitation, asbestos and asbestos-containing materials, polychlorinated
biphenyls ("PCBs"), radon gas, petroleum and petroleum products, urea
formaldehyde and any substances classified as being "in inventory", "usable work
in process" or similar classification which would, if classified as unusable, be
included in the foregoing definition.

                  "Historical Loan Modification Report": A report or reports
setting forth, among other things, those Mortgage Loans or Loan Groups which, as
of the close of business on the immediately preceding Determination Date, have
been modified pursuant to this Agreement (i) during the Collection Period ending
on such Determination Date and (ii) since the Cut-off Date,



                                       28
<PAGE>

showing the original and the revised terms thereof, together with such
additional information in respect of each such Mortgage Loan or Loan Group as is
contemplated by Exhibit H hereto.

                  "Historical Loss Report": A report or reports setting forth,
among other things, as of the close of business on the immediately preceding
Determination Date, (i) the amount of Liquidation Proceeds and Liquidation
Expenses, both for the Collection Period ending on such Determination Date and
for all prior Collection Periods, and (ii) the amount of Realized Losses
occurring during such Collection Period and historically, set forth on a
Mortgage Loan-by-Mortgage Loan (including any Companion Loans) and REO
Property-by-REO Property basis, together with such additional information in
respect of each Mortgage Loan, Loan Group and REO Property as to which a Final
Recovery Determination has been made as is contemplated by Exhibit H hereto.

                  "Independent": When used with respect to any specified Person,
any such Person who (i) is in fact independent of the Depositor, each Mortgage
Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Fiscal
Agent and any and all Affiliates thereof, (ii) does not have any direct
financial interest in or any material indirect financial interest in any of the
Depositor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent or any Affiliate thereof, and (iii) is not
connected with the Depositor, the Master Servicer, any Mortgage Loan Seller, the
Special Servicer, the Trustee, the Fiscal Agent or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, the Master Servicer, the Special Servicer or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, the Master Servicer
or any Affiliate thereof, as the case may be.

                  "Independent Contractor": Any Person that would be an
"independent contractor" with respect to REMIC I within the meaning of Section
856(d)(3) of the Code if REMIC I were a real estate investment trust (except
that the ownership test set forth in that section shall be considered to be met
by any Person that owns, directly or indirectly, 35 percent or more of any Class
of Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust Fund, delivered to the Trustee), so long as REMIC I does not receive
or derive any income from such Person and provided that the relationship between
such Person and REMIC I is at arm's length, all within the meaning of Treasury
Regulation Section 1.856-4(b)(5), or any other Person upon receipt by the
Trustee of an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust Fund, 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.

                  "Index": With respect to each Adjustable Rate Mortgage Loan
(and any successor REO Loan), for each Interest Rate Adjustment Date, the base
index used to determine the new Mortgage Rate in effect thereon as specified in
the related Mortgage Note. If the Index



                                       29
<PAGE>

currently in effect for any Adjustable Rate Mortgage Loan (or successor REO
Loan) ceases to be available, the Master Servicer shall, subject to Section
3.19(a) and the terms of the related Mortgage Note, select a comparable
alternative index.

                  "Initial Class Notional Amount": With respect to the Class X
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
equal to $1,269,742,025.

                   "Initial Class Principal Balance": With respect to any Class
of Principal Balance Certificates, the initial Class Principal Balance thereof
as of the Closing Date, in each case as set forth in the Preliminary Statement.

                  "Insurance Policy": With respect to any Mortgage Loan or Loan
Group, any hazard insurance policy, flood insurance policy, title policy, credit
lease enhancement insurance policy, residual value insurance policy or other
insurance policy that is maintained from time to time in respect of such
Mortgage Loan or Loan Group or the related Mortgaged Property.

                  "Insurance Proceeds": Proceeds paid under any Insurance
Policy, to the extent such proceeds are not applied to the restoration of the
related Mortgaged Property or released to the Mortgagor, in either case, in
accordance with the Servicing Standard (including any amounts paid by the Master
Servicer or Special Servicer pursuant to Section 3.07).

                  "Intercreditor Agreement": With respect to a Loan Group, the
agreement among the holders of the notes comprising any portion of such Loan
Group, regarding the administration of such Loan Group and the allocation of
amounts received by the holders of the notes comprising any portion of such Loan
Group.

                  "Interest Accrual Period": With respect to any Distribution
Date, the calendar month immediately preceding the month in which such
Distribution Date occurs.

                  "Interest Rate Adjustment Date": With respect to each
Adjustable Rate Mortgage Loan (and any successor REO Loan), any date on which
the related Mortgage Rate is subject to adjustment pursuant to the related
Mortgage Note. The first Interest Rate Adjustment Date subsequent to the Cut-off
Date for each Adjustable Rate Mortgage Loan is specified in the Mortgage Loan
Schedule, and successive Interest Rate Adjustment Dates for such Adjustable Rate
Mortgage Loan (and any successor REO Loan) shall thereafter periodically occur
with the frequency specified in the Mortgage Loan Schedule.

                  "Interest Reserve Account": The segregated account created and
maintained by the Trustee pursuant to Section 3.04(f) in trust for the
Certificateholders, other than the Class S Certificateholders, which shall be
entitled "LaSalle Bank National Association, as Trustee, in trust for the
registered holders of GMAC Commercial Mortgage Securities, Inc., Mortgage
Pass-Through Certificates (other than the Class S Certificates), Series 2000-C3
-- Interest Reserve Account." Any such account shall be an Eligible Account.

                  "Interest Reserve Loans": Any Mortgage Loan bearing interest
computed on an actual/360 basis.



                                       30
<PAGE>

                  "Interested Person": The Depositor, the Master Servicer, the
Special Servicer, any Holder of a Certificate or any Affiliate of any such
Person.

                  "Investment Account": Each of the Collection Account, the
Companion Loan Distribution Account, the Certificate Distribution Account, the
Mortgage Loan Subaccount, the Companion Subaccounts, any Lock-Box Account, any
Cash Collateral Account, the Interest Reserve Account or any REO Account.

                  "Investor Certification": A certification in the form of
Exhibit K hereto.

                  "Issue Price": With respect to each Class of Certificates, the
"issue price" as defined in the REMIC Provisions.

                  "Late Collections": With respect to any Mortgage Loan or Loan
Group, all amounts received thereon during any Collection Period, whether as
payments, Insurance Proceeds, Liquidation Proceeds, payments of Substitution
Shortfall Amounts, or otherwise, which represent late payments or collections of
principal or interest due in respect of such Mortgage Loan or Loan Group
(without regard to any acceleration of amounts due thereunder by reason of
default) on a Due Date in a previous Collection Period and not previously
recovered. With respect to any Distribution Date and any REO Loan, all amounts
received in connection with the related REO Property during any Collection
Period, whether as Insurance Proceeds, Liquidation Proceeds, REO Revenues or
otherwise, which represent late collections of principal or interest due or
deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Loan
Group (without regard to any acceleration of amounts due under the predecessor
Mortgage Loan or Loan Group by reason of default) on a Due Date in a previous
Collection Period and not previously recovered. The term "Late Collections"
shall specifically exclude Penalty Charges.

                  "Liquidation Event": With respect to any Mortgage Loan or Loan
Group, any of the following events: (i) such Mortgage Loan or Loan Group is paid
in full; (ii) a Final Recovery Determination is made with respect to such
Mortgage Loan or Loan Group; (iii) such Mortgage Loan or Loan Group is
repurchased or replaced by a Mortgage Loan Seller pursuant to Section 6 of the
related Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4 of
either Supplemental Agreement; (iv) such Mortgage Loan or Loan Group is
purchased by the Majority Certificateholder of the Controlling Class or a Class
S Certificateholder pursuant to Section 3.18(b); (v) such Mortgage Loan or Loan
Group is purchased by the Master Servicer or the Special Servicer pursuant to
Section 3.18(c); (vi) such Mortgage Loan or Loan Group is purchased by the
Master Servicer or the Depositor pursuant to Section 9.01. With respect to any
REO Property (and the related REO Loan), any of the following events: (i) a
Final Recovery Determination is made with respect to such REO Property; or (ii)
such REO Property is purchased by the Master Servicer or the Depositor pursuant
to Section 9.01.

                  "Liquidation Expenses": All customary, reasonable and
necessary "out of pocket" costs and expenses incurred by the Special Servicer in
connection with the liquidation of any Specially Serviced Mortgage Loan or REO
Property pursuant to Section 3.09 or 3.18 (including, without limitation, legal
fees and expenses, committee or referee fees and, if applicable, brokerage
commissions and conveyance taxes).



                                       31
<PAGE>

                  "Liquidation Fee": With respect to each Specially Serviced
Mortgage Loan or REO Property (other than any Specially Serviced Mortgage Loan
or REO Property purchased by the Majority Certificateholder of the Controlling
Class, the Master Servicer or the Special Servicer pursuant to Section 3.18 or
by the Master Servicer or the Depositor pursuant to Section 9.01), the fee
designated as such and payable to the Special Servicer pursuant to Section
3.11(c).

                  "Liquidation Fee Rate": With respect to each Specially
Serviced Mortgaged Loan or REO Property as to which a Liquidation Fee is
payable, 1.00%.

                  "Liquidation Proceeds": Cash amounts (other than Insurance
Proceeds and REO Revenues) received or paid by the Master Servicer or the
Special Servicer in connection with: (i) the taking of all or a part of a
Mortgaged Property by exercise of the power of eminent domain or condemnation;
(ii) the liquidation of a Mortgaged Property or other collateral constituting
security for a defaulted Mortgage Loan or Loan Group, through trustee's sale,
foreclosure sale, REO Disposition or otherwise, exclusive of any portion thereof
required to be released to the related Mortgagor in accordance with applicable
law and the terms and conditions of the related Mortgage Note and Mortgage;
(iii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iv) the purchase of a Defaulted Mortgage Loan or Loan Group by the Majority
Certificateholder of the Controlling Class or a Class S Certificateholder
pursuant to Section 3.18(b), by the Master Servicer or the Special Servicer
pursuant to Section 3.18(c), or any other sale thereof pursuant to Section
3.18(d); (v) the repurchase of a Mortgage Loan or Companion Loan by a Mortgage
Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase
Agreement or by GMACCM pursuant to Section 4 of either Supplemental Agreement;
(vi) the payment of any Substitution Shortfall Amount by a Mortgage Loan Seller
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement or by
GMACCM pursuant to Section 4 of either Supplemental Agreement; or (vii) the
purchase of a Mortgage Loan or Companion Loan or REO Property by the Master
Servicer or the Depositor pursuant to Section 9.01.

                  "Loan Group": Either of the MacArthur Center Loan Group or the
Amerisuites Portfolio Loan Group.

                  "Loan-to-Value Ratio": With respect to any Mortgage Loan, as
of any date of determination, the fraction, expressed as a percentage, the
numerator of which is the then unpaid principal balance of such Mortgage Loan,
Loan Group or Companion Loan, as applicable, and the denominator of which is the
Appraised Value of the related Mortgaged Property as determined by an Appraisal
thereof.

                  "Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to any documents relating to a Mortgage
Loan or Loan Group to receive revenues therefrom. Any Lock-Box Account shall be
beneficially owned for federal income tax purposes by the Person who is entitled
to receive the reinvestment income or gain thereon in accordance with the terms
and provisions of the related Mortgage Loan or Loan Group and Section 3.06,
which Person shall be taxed on all reinvestment income or gain thereon. The
Master Servicer shall be permitted to make withdrawals therefrom for deposit
into the related Cash Collateral Accounts.



                                       32
<PAGE>

                  "Lock-Box Agreement": With respect to any Mortgage Loan or
Loan Group, the lock-box agreement, if any, between the originator of such
Mortgage Loan or Loan Group and the Mortgagor, pursuant to which the related
Lock-Box Account, if any, is to be established.

                  "Loss Reimbursement Amount": With respect to any REMIC I
Regular Interest and any Distribution Date (except the initial Distribution
Date, with respect to which the Loss Reimbursement Amount for such REMIC I
Regular Interest will be zero), an amount equal to (a)(i) the Loss Reimbursement
Amount with respect to such REMIC I Regular Interest for the immediately
preceding Distribution Date, minus (ii) the aggregate of all reimbursements
deemed made to REMIC II on the immediately preceding Distribution Date pursuant
to Section 4.01(a) with respect to such REMIC I Regular Interest, plus (iii) the
aggregate of all reductions made to the Uncertificated Principal Balance of
(and, accordingly, the aggregate of all Realized Losses and Additional Trust
Fund Expenses deemed allocated to) such REMIC I Regular Interest on the
immediately preceding Distribution Date pursuant to Section 4.04(a), plus (b)
one month's interest (calculated on the basis of a 360-day year consisting of
twelve 30-day months) on the amount described in clause (a) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for the current
Distribution Date.

                  "MacArthur Companion Loan": As defined in the Preliminary
Statement. The MacArthur Companion Loans are listed below with their related
class of Class S Certificates.

       CLASS S-MAC CERTIFICATE       RELATED MACARTHUR CENTER COMPANION LOAN

            Class S-MAC-1               MacArthur Center Companion Loan B

            Class S-MAC-2               MacArthur Center Companion Loan C

            Class S-MAC-3               MacArthur Center Companion Loan D

            Class S-MAC-4               MacArthur Center Companion Loan E

                  "MacArthur Center Loan Group": The MacArthur Companion Loans
and the MacArthur Center Mortgage Loan.

                  "MacArthur Center Mortgage Loan": As defined in the
Preliminary Statement.

                  "MAI": Member of Appraisal Institute.

                  "Majority Certificateholder": With respect to any specified
Class or Classes of Certificates, as of any date of determination, any Holder or
particular group of Holders of Certificates of such Class or Classes, as the
case may be, entitled to a majority of the Voting Rights allocated to such Class
or Classes in each case determined without giving effect to the last sentence of
the definition of "Voting Rights."

                  "Master Servicer": GMACCM, or any successor master servicer
appointed as herein provided.



                                       33
<PAGE>

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

                  "Master Servicing Fee": With respect to any Distribution Date
and each Mortgage Loan, Companion Loan and REO Loan, that portion of the
Servicing Fee and Companion Loan Servicing Fee that has accrued at the Master
Servicing Fee Rate.

                  "Master Servicing Fee Rate": With respect to each Mortgage
Loan, Companion Loan and REO Loan acquired by the Depositor, 0.02% per annum.

                  "Material Document Defect": As defined in Section 2.03(a).

                  "Maturity Date": With respect to any Mortgage Loan or Loan
Group as of any date of determination, the date on which the last payment of
principal is due and payable under the related Mortgage Note, after taking into
account all Principal Prepayments received prior to such date of determination
and any extension permitted at the Mortgagor's option under the terms of the
related Mortgage Note (as in effect on the Closing Date) and this Agreement, but
without giving effect to (i) any acceleration of the principal of such Mortgage
Loan or Loan Group by reason of default thereunder, (ii) any grace period
permitted by the related Mortgage Note, (iii) any modification, waiver or
amendment of such Mortgage Loan or Loan Group granted or agreed to by the Master
Servicer or Special Servicer pursuant to Section 3.20 or (iv) in the case of an
ARD Loan, the Anticipated Repayment Date for such Mortgage Loan or Loan Group.

                  "Modified Mortgage Loan": Any Mortgage Loan or Loan Group as
to which any Servicing Transfer Event has occurred and which has been modified
by the Special Servicer pursuant to Section 3.20 in a manner that:

                           (A) affects the amount or timing of any payment of
                  principal or interest due thereon (other than, or in addition
                  to, bringing current Monthly Payments with respect to such
                  Mortgage Loan or Loan Group);

                           (B) except as expressly contemplated by the related
                  Mortgage, results in a release of the lien of the Mortgage on
                  any material portion of the related Mortgaged Property without
                  a corresponding Principal Prepayment in an amount not less
                  than the fair market value (as is), as determined by an
                  Appraisal delivered to the Special Servicer (at the expense of
                  the related Mortgagor and upon which the Special Servicer may
                  conclusively rely), of the property to be released; or

                           (C) in the good faith and reasonable judgment of the
                  Special Servicer, otherwise materially impairs the security
                  for such Mortgage Loan or Loan Group or reduces the likelihood
                  of timely payment of amounts due thereon.

                  "Monthly Payment": With respect to any Mortgage Loan or
Companion Loan, the scheduled monthly payment of principal and/or interest on
such Mortgage Loan or Companion Loan, including any Balloon Payment, which is
payable by a Mortgagor from time to time under the terms of the related Mortgage
Note (as such may be modified at any time



                                       34
<PAGE>

following the Closing Date) and applicable law, without regard to the accrual of
Excess Interest on or the application of any excess cash flow to pay principal
on any ARD Loan.

                  "Moody's": Moody's Investors Service, Inc. or its successor in
interest. If neither such rating agency nor any successor remains in existence,
"Moody's" shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person designated by the
Depositor. Notice of which designation shall be given to the Trustee, the Master
Servicer and the Special Service and specific ratings of Moody's Investors
Service, Inc. herein referenced shall be deemed to refer to the equivalent
ratings of the party so designated.

                  "Mortgage": With respect to any Mortgage Loan or Loan Group,
separately and collectively, as the context may require, each mortgage, deed of
trust or other instrument securing a Mortgage Note and creating a lien on the
related Mortgaged Property.

                  "Mortgage File": With respect to any Mortgage Loan and if a
Loan Group is involved, the related Companion Loan, subject to Section 2.01(b),
collectively the following documents:

         (1)      the original Mortgage Note, endorsed by the most recent
                  endorsee prior to the Trustee or, if none, by the originator,
                  without recourse, in blank or to the order of the Trustee in
                  the following form: "Pay to the order of LaSalle Bank National
                  Association, as trustee for the registered holders of GMAC
                  Commercial Mortgage Securities, Inc., Mortgage Pass-Through
                  Certificates, Series 2000-C3, without recourse";

         (2)      the original or a copy of the Mortgage and, if applicable, the
                  originals or copies of any intervening assignments thereof
                  showing a complete chain of assignment from the originator of
                  the Mortgage Loan or Loan Group to the most recent assignee of
                  record thereof prior to the Trustee, if any, in each case with
                  evidence of recording indicated thereon;

         (3)      an original assignment of the Mortgage, in recordable form,
                  executed by the most recent assignee of record thereof prior
                  to the Trustee, or if none by the originator, either in blank
                  or in favor of the Trustee (in such capacity);

         (4)      an original or copy of any related Assignment of Leases (if
                  such item is a document separate from the Mortgage) and, if
                  applicable, the originals or copies of any intervening
                  assignments thereof showing a complete chain of assignment
                  from the originator of the Mortgage Loan or Loan Group to the
                  most recent assignee of record thereof prior to the Trustee,
                  if any, in each case with evidence of recording thereon;

         (5)      an original assignment of any related Assignment of Leases (if
                  such item is a document separate from the Mortgage), in
                  recordable form, executed by the most recent assignee of
                  record thereof prior to the Trustee, or, if none, by the
                  originator, either in blank or in favor of the Trustee (in
                  such capacity), which assignment may be included as part of
                  the corresponding assignment of Mortgage, referred to in
                  clause (3) above;



                                       35
<PAGE>

         (6)      an original or a copy of any related Security Agreement (if
                  such item is a document separate from the Mortgage) and, if
                  applicable, the originals or copies of any intervening
                  assignments thereof showing a complete chain of assignment
                  from the originator of the Mortgage Loan or Loan Group to the
                  most recent assignee of record thereof prior to the Trustee,
                  if any;

         (7)      an original assignment of any related Security Agreement (if
                  such item is a document separate from the Mortgage) executed
                  by the most recent assignee of record thereof prior to the
                  Trustee or, if none, by the originator, either in blank or in
                  favor of the Trustee (in such capacity), which assignment may
                  be included as part of the corresponding assignment of
                  Mortgage referred to in clause (3) above;

         (8)      originals or copies of all assumption, modification, written
                  assurance and substitution agreements, with evidence of
                  recording thereon, where appropriate, in those instances where
                  the terms or provisions of the Mortgage, Mortgage Note or any
                  related security document have been modified or the Mortgage
                  Loan or Companion Loan has been assumed;

         (9)      the original or a copy of the lender's title insurance policy,
                  together with all endorsements or riders (or copies thereof)
                  that were issued with or subsequent to the issuance of such
                  policy, insuring the priority of the Mortgage as a first lien
                  on the Mortgaged Property;

         (10)     the original or a copy of any guaranty of the obligations of
                  the Mortgagor under the Mortgage Loan or Companion Loan which
                  was in the possession of the Mortgage Loan Seller at the time
                  the Mortgage Files were delivered to the Trustee together with
                  (A) if applicable, the original or copies of any intervening
                  assignments of such guaranty showing a complete chain of
                  assignment from the originator of the Mortgage Loan or Loan
                  Group to the most recent assignee thereof prior to the
                  Trustee, if any, and (B) an original assignment of such
                  guaranty executed by the most recent assignee thereof prior to
                  the Trustee or, if none, by the originator;

         (11)     (A) file or certified copies of any UCC financing statements
                  and continuation statements which were filed in order to
                  perfect (and maintain the perfection of) any security interest
                  held by the originator of the Mortgage Loan or Companion Loan
                  (and each assignee of record prior to the Trustee) in and to
                  the personalty of the Mortgagor at the Mortgaged Property (in
                  each case with evidence of filing thereon) and which were in
                  the possession of the Mortgage Loan Seller (or its agent) at
                  the time the Mortgage Files were delivered and (B) if any such
                  security interest is perfected and the earlier UCC financing
                  statements and continuation statements were in the possession
                  of the Mortgage Loan Seller, a UCC financing statement
                  executed by the most recent assignee of record prior to the
                  Trustee or, if none, by the originator, evidencing the
                  transfer of such security interest, either in blank or in
                  favor of the Trustee;



                                       36
<PAGE>

         (12)     the original or a copy of the power of attorney (with evidence
                  of recording thereon, if appropriate) granted by the Mortgagor
                  if the Mortgage, Mortgage Note or other document or instrument
                  referred to above was not signed by the Mortgagor;

         (13)     the related Ground Lease or a copy thereof, if any;

         (14)     if the Mortgage Loan or Companion Loan is a Credit Lease Loan,
                  an original of the credit lease enhancement insurance policy,
                  if any, obtained with respect to such Mortgage Loan or
                  Companion Loan and an original of the residual value insurance
                  policy, if any, obtained with respect to such Mortgage Loan or
                  Companion Loan;

         (15)     the original or a copy of any lockbox agreement or deposit
                  account or similar agreement;

         (16)     the original or a copy of any intercreditor agreement
                  (including any Intercreditor Agreement relating to a Loan
                  Group) with respect to the Mortgage Loan or Loan Group;

         (17)     the original or a copy of any Environmental Insurance Policy;

         (18)     the original or a copy of any letter of credit; and

         (19)     any additional documents required to be added to the Mortgage
                  File pursuant to this Agreement;

provided that, whenever the term "Mortgage File" is used to refer to documents
actually received by the Trustee or a Custodian appointed thereby, such term
shall not be deemed to include such documents and instruments required to be
included therein unless they are actually so received.

                  "Mortgage Loan": Each of the mortgage loans or interests
therein (except for any Companion Loan) transferred and assigned to the Trustee
pursuant to Section 2.01 and from time to time held in the Trust Fund
(including, without limitation, all Replacement Mortgage Loans). As used herein,
the term "Mortgage Loan" includes the related Mortgage Note, Mortgage,
participation certificate or agreement and/or other security documents contained
in the related Mortgage File.

                  "Mortgage Loan Purchase Agreement": With respect to any
Mortgage Loan Seller, each agreement between the Depositor and such Mortgage
Loan Seller relating to the transfer of all of such Mortgage Loan Seller's
right, title and interest in and to the Mortgage Loans and Companion Loans.

                  "Mortgage Loan Schedule": The list of Mortgage Loans and Loan
Groups transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Schedule I, which list sets forth the following information
with respect to each Mortgage Loan and Loan Groups:



                                       37
<PAGE>

         (i)      the loan number and name of the Mortgaged Property;

         (ii)     the street address (including city, state and zip code) of the
                  related Mortgaged Property;

         (iii)    the (A) Mortgage Rate in effect as of the Cut-off Date and (B)
                  whether such Mortgage Loan or Companion Loan is an Adjustable
                  Rate Mortgage Loan or a Fixed Rate Loan;

         (iv)     the original principal balance;

         (v)      the Cut-off Date Principal Balance;

         (vi)     the (A) remaining term to stated maturity, (B) with respect to
                  each ARD Loan, the Anticipated Repayment Date and (C) Stated
                  Maturity Date;

         (vii)    the Due Date;

         (viii)   the amount of the Monthly Payment due on the first Due Date
                  following the Cut-off Date;

         (ix)     in the case of an Adjustable Rate Mortgage Loan, the (A)
                  Index, (B) Gross Margin, (C) first Mortgage Rate adjustment
                  date following the Cut-off Date and the frequency of Mortgage
                  Rate adjustments, and (D) maximum and minimum lifetime
                  Mortgage Rate;

         (x)      whether such Mortgage Loan or Companion Loan is an ARD Loan, a
                  Credit Lease Loan, a Defeasance Loan, a Broker Strip Loan or
                  an Additional Servicing Fee Mortgage Loan;

         (xi)     in the case of a Credit Lease Loan, the identity of the Tenant
                  and the Guarantor under any applicable Guaranty, and the
                  publicly available corporate credit ratings of such Tenant and
                  Guarantor as of the Closing Date; and

         (xii)    the Servicing Fee Rate.

Such schedule shall also set forth the aggregate Cut-off Date Principal Balance
for all of the Mortgage Loans. Such list may be in the form of more than one
list, collectively setting forth all of the information required.

                  "Mortgage Loan Seller": GMACCM, German American Capital
Corporation, Goldman Sachs Mortgage Company and any other Person (other than the
Depositor) that is a party to a Mortgage Loan Purchase Agreement.

                  "Mortgage Loan Subaccount": The subaccount of the Collection
Account relating to the Mortgage Loans (including the Mortgage Loans that are
part of a Loan Group), which subaccount is created and maintained pursuant to
Section 3.04 and held on behalf of the Trustee on behalf of the
Certificateholders.



                                       38
<PAGE>

                  "Mortgage Note": The original executed note evidencing the
indebtedness of a Mortgagor under a Mortgage Loan or Companion Loan, together
with any rider, addendum or amendment thereto.

                  "Mortgage Pool": Collectively, all of the Mortgage Loans and
Companion Loans (including any REO Loans and Replacement Mortgage Loans, but
excluding Deleted Mortgage Loans).

                  "Mortgage Rate": With respect to: (i) any Mortgage Loan or
Companion Loan on or prior to its Maturity Date, the fixed or adjustable
annualized rate (not including, in the case of any ARD Loan, any increase in the
rate of interest to the Revised Rate) at which interest is scheduled (in the
absence of a default) to accrue on such Mortgage Loan or Companion Loan from
time to time in accordance with the terms of the related Mortgage Note (as such
may be modified at any time following the Closing Date) and applicable law; (ii)
any Mortgage Loan or Companion Loan after its Maturity Date, the annualized rate
described in clause (i) above determined without regard to the passage of such
Maturity Date; and (iii) any REO Loan, the annualized rate described in clause
(i) or (ii), as applicable, above determined as if the predecessor Mortgage Loan
or Companion Loan had remained outstanding.

                  "Mortgaged Property": Individually and collectively, as the
context may require, the real property interest subject to the lien of a
Mortgage and constituting collateral for a Mortgage Loan or Loan Group. With
respect to any Cross-Collateralized Mortgage Loan, as the context may require,
"Mortgaged Property" may mean, collectively, all the Mortgaged Properties
securing such Cross-Collateralized Mortgage Loan.

                  "Mortgagor": The obligor or obligors on a Mortgage Note,
including without limitation, any Person that has acquired the related Mortgaged
Property and assumed the obligations of the original obligor under the Mortgage
Note.

                  "Net Aggregate Prepayment Interest Shortfall": With respect to
(x) any Distribution Date and the Mortgage Loans, the amount, if any, by which
(a) the aggregate of all Prepayment Interest Shortfalls incurred in connection
with the receipt of Principal Prepayments on the Mortgage Loans during the
related Collection Period, exceeds (b) the aggregate amount deposited by the
Master Servicer in the Certificate Distribution Account for such Distribution
Date pursuant to Section 3.19(f) in connection with such Prepayment Interest
Shortfalls on the Mortgage Loans and (y) any Distribution Date and any Companion
Loan, the amount, if any, by which (a) the Prepayment Interest Shortfalls
incurred in connection with the receipt of Principal Prepayments on such
Companion Loan during the related Collection Period, exceeds (b) the aggregate
amount deposited by the Master Servicer in the applicable Companion Loan
Distribution Account for such Distribution Date pursuant to Section 3.19(f) in
connection with such Prepayment Interest Shortfalls.

                  "Net Investment Earnings": With respect to any Investment
Account for any Collection Period, the amount, if any, by which the aggregate of
all interest and other income realized during such Collection Period on funds
relating to the Trust Fund held in such account, exceeds the aggregate of all
losses, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with Section 3.06.



                                       39
<PAGE>

                  "Net Investment Loss": With respect to any Investment Account
for any Collection Period, the amount by which the aggregate of all losses, if
any, incurred during such Collection Period in connection with the investment of
funds relating to the Trust Fund held in such account in accordance with Section
3.06, exceeds the aggregate of all interest and other income realized during
such Collection Period on such funds.

                  "Net Mortgage Rate": With respect to any Mortgage Loan or
Companion Loan or REO Loan, as of any date of determination, a rate per annum
equal to the related Mortgage Rate then in effect, minus the Servicing Fee Rate,
but, for purposes of calculating the REMIC I Remittance Rate, the REMIC II
Remittance Rate and Weighted Average Net Mortgage Rate, determined without
regard to any modification, waiver or amendment of the terms of such Mortgage
Loan or Companion Loan, whether agreed to by the Master Servicer or Special
Servicer or resulting from (i) the bankruptcy, insolvency or similar proceeding
involving the related Mortgagor or (ii) the increase in the interest rate
attributable to the Revised Rate to any ARD Loan and, with respect to any
Mortgage Loan that does not accrue interest on the basis of a 360-day year
consisting of twelve 30-day months, the Net Mortgage Rate of such Mortgage Loan
for such purposes for any one-month preceding a related Due Date will be the
annualized rate at which interest would have to accrue in respect of such loan
on the basis of a 360-day year consisting of twelve 30-day months in order to
produce the aggregate amount of interest actually accrued in respect of such
loan during such one-month period at the related Mortgage Rate (net of the
related Servicing Fee Rate); provided, however, that with respect to the
Interest Reserve Loans, (i) the Net Mortgage Rate for the one-month period
preceding the Due Dates in (a) January of each calendar year that is not a leap
year and (b) February of each calendar year, will be determined net of the
Withheld Amounts and (ii) the Net Mortgage Rate for the one-month period
preceding the Due Dates in March of each calendar year will be determined after
taking into account the addition of the Withheld Amounts.

                  "Net Operating Income": With respect to any Mortgaged
Property, for any specified period, the net operating income calculated in
accordance with Exhibit G using the methodologies set forth in Exhibit F.

                  "Nonrecoverable Advance": Any Nonrecoverable Delinquency
Advance or Nonrecoverable Servicing Advance.

                  "Nonrecoverable Delinquency Advance": Any Delinquency Advance
previously made or proposed to be made in respect of a Mortgage Loan or any
Companion Loans in the MacArthur Loan Group or REO Loan which, in the judgment
of the Master Servicer or, if applicable, the Trustee or Fiscal Agent, will not
be ultimately recoverable (together with Advance Interest thereon) from late
payments, Insurance Proceeds, Liquidation Proceeds or any other recovery on or
in respect of such Mortgage Loan or Companion Loan or REO Loan which shall be
evidenced by an Officer's Certificate as provided by Section 4.03(c).

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or
Companion Loan or REO Property which, in the judgment of the Master Servicer,
the Special Servicer or, if applicable, the Trustee or Fiscal Agent, will not be
ultimately recoverable (together with Advance Interest thereon) from late
payments, Insurance Proceeds, Liquidation Proceeds, or any other recovery on or
in respect



                                       40
<PAGE>

of such Mortgage Loan or Companion Loan or REO Property which shall
be evidenced by an Officers' Certificate as provided by Section 3.11(i).

                  "Non-Registered Certificate": Unless and until registered
under the Securities Act, any Class X, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O, Class P, Class S-AM, Class
S-MAC-1, Class S-MAC-2, Class S-MAC-3, Class S-MAC-4 or Residual Certificate.

                  "Officer's Certificate": A certificate signed, as applicable,
by a Servicing Officer of the Master Servicer or the Special Servicer or by a
Responsible Officer of the Trustee.

                   "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor, the Master Servicer
or the Special Servicer, acceptable and delivered to the Trustee, except that
any opinion of counsel relating to (a) the qualification of REMIC I, REMIC II or
REMIC III as a REMIC or (b) compliance with the REMIC Provisions, must be an
opinion of counsel who is in fact Independent of the Depositor, the Master
Servicer and the Special Servicer.

                  "OTS": The Office of Thrift Supervision or any successor
thereto.

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

                  "Pass-Through Rate": With respect to:

         (1)      the Class X Certificates, (a) for the initial Distribution
                  Date 1.096% per annum, and (b) for any subsequent Distribution
                  Date, the per annum rate, expressed as a percentage, obtained
                  by dividing (i) the sum of the products of (x) the
                  Uncertificated Principal Balance of each Class of REMIC II
                  Regular Interest immediately prior to such Distribution Date
                  and (y) the related Component Rate for such Distribution Date
                  by (ii) the Class Notional Amount; and

         (2)      the Class A-1, Class A-2, Class B, Class C, Class D, Class
                  S-AM, Class MAC-1, Class S-MAC-2, Class S-MAC-3 and Class
                  S-MAC-4 Certificates, for any Distribution Date, the fixed
                  rate per annum specified for such Class in the Preliminary
                  Statement;

         (3)      the Class E, Class H, Class J, Class K, Class L, Class M,
                  Class N, Class O, and Class P Certificates, for any
                  Distribution Date, the lesser of the fixed rate per annum
                  specified as such in the Preliminary Statement and the
                  Weighted Average Net Mortgage Rate; and

         (4)      the Class F and Class G Certificates, for any Distribution
                  Date, the Weighted Average Net Mortgage Rate.

                  "Payment Adjustment Date": With respect to each Adjustable
Rate Mortgage Loan, any date on which the related Monthly Payment is subject to
adjustment pursuant to the



                                       41
<PAGE>

related Mortgage Note. The first Payment Adjustment Date subsequent to the
Cut-off Date for each Adjustable Rate Mortgage Loan is specified in the Mortgage
Loan Schedule, and successive Payment Adjustment Dates for such Adjustable
Mortgage Loan shall thereafter periodically occur with the frequency specified
in the Mortgage Loan Schedule.

                  "Payment Priority": With respect to any Class of Certificates,
the priority of the Holders thereof in respect of the Holders of the other
Classes of Certificates to receive distributions out of the Available
Certificate Distribution Amount for any Distribution Date, as set forth in
Section 4.01(c) hereof.

                  "Penalty Charges": With respect to any Mortgage Loan or
Companion Loan (or successor REO Loan), any amounts collected thereon that
represent late payment charges or Default Interest.

                  "Percentage Interest": With respect to any REMIC III Regular
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or the Certificate Notional Amount of such Certificate as of the Closing
Date, as specified on the face thereof, and the denominator of which is the
Initial Class Principal Balance or Initial Class Notional Amount of the relevant
Class. With respect to a Residual Certificate, the percentage interest in
distributions to be made with respect to the relevant Class, as stated on the
face of such Certificate.

                  "Permitted Investments": Securities, instruments, or security
entitlements with respect to one or more of the following:

         (1)      obligations of or guaranteed as to principal and interest by
                  the United States or any agency or instrumentality thereof
                  when such obligations are backed by the full faith and credit
                  of the United States;

         (2)      repurchase agreements on obligations specified in clause (i)
                  maturing not more than 30 days from the date of acquisition
                  thereof, provided that the unsecured obligations of the party
                  agreeing to repurchase such obligations are at the time rated
                  by each Rating Agency in its highest short-term rating
                  available;

         (3)      federal funds, unsecured certificates of deposit, time
                  deposits and bankers' acceptances (which shall each have an
                  original maturity of not more than 90 days and, in the case of
                  bankers' acceptances, shall in no event have an original
                  maturity of more than 365 days or a remaining maturity of more
                  than 30 days) denominated in United States dollars of any U.S.
                  depository institution or trust company incorporated under the
                  laws of the United States or any state thereof or of any
                  domestic branch of a foreign depository institution or trust
                  company; provided that the short-term debt obligations of such
                  depository institution or trust company at all times since the
                  date of acquisition thereof have been rated by each Rating
                  Agency in its highest short-term rating available (or, if not
                  rated by Fitch, otherwise acceptable to Fitch as confirmed in
                  writing that such investment would not, in and of itself,
                  result in a downgrade, qualification or withdrawal of the then
                  current rating assigned to any Class of Certificates by such
                  Rating Agency);



                                       42
<PAGE>

         (4)      commercial paper (having original maturities of not more than
                  365 days) of any corporation incorporated under the laws of
                  the United States or any state thereof which on the date of
                  acquisition has been rated by each Rating Agency in its
                  highest short-term rating available (or, if not rated by
                  Fitch, otherwise acceptable to Fitch as confirmed in writing
                  that such investment would not, in and of itself, result in a
                  downgrade, qualification or withdrawal of the then current
                  rating assigned to any Class of Certificates by such Rating
                  Agency); provided that such commercial paper shall have a
                  remaining maturity of not more than 30 days;

         (5)      a money market fund rated by each Rating Agency in its highest
                  rating category;

         (6)      commercial paper of issuers rated by each Rating Agency in its
                  highest short-term rating available (or, if not rated by
                  Fitch, otherwise acceptable to Fitch as confirmed in writing
                  that such investment would not, in and of itself, result in a
                  downgrade, qualification or withdrawal of the then current
                  rating assigned to any Class of Certificates by such Rating
                  Agency); provided that such obligations shall have a remaining
                  maturity of not more than 30 days and such obligations are
                  limited to the right to receive only monthly principal and
                  interest payments;

         (7)      short-term debt obligations of issuers rated A-1 (or the
                  equivalent) by each Rating Agency (or, if not rated by Fitch,
                  otherwise acceptable to Fitch as confirmed in writing that
                  such investment would not, in and of itself, result in a
                  downgrade, qualification or withdrawal of the then current
                  rating assigned to any Class of Certificates by such Rating
                  Agency) having a maturity of not more than 30 days; provided
                  that the total amount of such investment does not exceed the
                  greater of (A) 20% of the then outstanding principal balance
                  of the Certificates, and (B) the amount of monthly principal
                  and interest payments (other than Balloon Payments) payable on
                  the Mortgage Loans and Companion Loans during the preceding
                  Collection Period; provided, further, and notwithstanding the
                  preceding proviso, that if all of the Mortgage Loans and
                  Companion Loans are fully amortizing, then the amount of such
                  investment shall not exceed the amount of monthly principal
                  and interest payments (other than Balloon Payments) payable on
                  the Mortgage Loans and Companion Loans during the preceding
                  Collection Period;

         (8)      fully Federal Deposit Insurance Corporation-insured demand and
                  time deposits in, or certificates of deposit of, or bankers'
                  acceptances issued by, any bank or trust company, savings and
                  loan association or savings bank, the short term obligations
                  of which are rated in the highest short term rating category
                  by each Rating Agency (or, if not rated by Fitch, otherwise
                  acceptable to Fitch as confirmed in writing that such
                  investment would not, in and of itself, result in a downgrade,
                  qualification or withdrawal of the then current rating
                  assigned to any Class of Certificates by such Rating Agency);
                  and

         (9)      other obligations or securities that are acceptable to each
                  Rating Agency as a Permitted Investment hereunder and which
                  would not result in the downgrade, qualification or withdrawal
                  of the then-current rating assigned to any Class of
                  Certificates by the Rating Agency, as evidenced in writing;



                                       43
<PAGE>

provided, however, that no instrument shall be a Permitted Investment if it
represents, (1) the right to receive only interest payments with respect to the
underlying debt instrument, (2) the 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 greater than 120% of the yield to maturity at par of such underlying
obligations, (3) an obligation that has a remaining maturity of greater than 365
days from the date of acquisition thereof. References herein to the highest
rating available on money market funds shall mean Aaa in the case of Moody's and
AAA in the case of Fitch, and references herein to the highest rating available
on unsecured commercial paper and short-term debt obligations shall mean P-1 in
the case of Moody's and F-1+ in the case of Fitch.

                  "Permitted Transferee": Any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, 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 such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any 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 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any electing
large partnership under Section 775 of the Code and (vi) any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of
an Ownership Interest in a Residual Certificate by such Person may cause the
Trust Fund 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.

                  "Person": Any legal person, including, without limitation, any
individual, corporation, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

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

                  "Preliminary Statement": The introductory section in this
Agreement found on pages 2 through 5 hereof.

                  "Prepayment Assumption": A CPR of 0% and an assumption that a
Principal Prepayment in full will be made on each ARD Loan on its Anticipated
Repayment Date, used for determining the accrual of original issue discount,
market discount and premium, if any, on the REMIC I Regular Interests, the REMIC
II Regular Interests and the Certificates for federal income tax purposes.

                  "Prepayment Interest Excess": With respect to any Mortgage
Loan or Companion Loan that was subject to a Principal Prepayment in full or in
part during any Collection Period,



                                       44
<PAGE>

which Principal Prepayment was received following such Mortgage Loan's or
Companion Loan's Due Date in such Collection Period, the amount of interest (net
of related Servicing Fees and, if applicable, Excess Interest) accrued on the
amount of such Principal Prepayment during the period from and after such Due
Date, to the extent collected (without regard to any Prepayment Premium that may
have been collected).

                  "Prepayment Interest Shortfall": With respect to any Mortgage
Loan or Companion Loan that was subject to a Principal Prepayment in full or in
part (including, without limitation, an early Balloon Payment) during any
Collection Period, which Principal Prepayment was received prior to such
Mortgage Loan's or Companion Loan's Due Date in such Collection Period, the
amount of interest that would have accrued at the related Net Mortgage Rate on
the amount of such Principal Prepayment during the period from the date as of
which such Principal Prepayment was applied to such Mortgage Loan or Companion
Loan to but not including such Due Date, to the extent not collected from the
related Mortgagor (without regard to any Prepayment Premium or Excess Interest
that may have been collected).

                  "Prepayment Premium": Any premium, penalty or fee paid or
payable, as the context requires, by a Mortgagor in connection with a Principal
Prepayment on, or other early collection of principal of, a Mortgage Loan,
Companion Loan or REO Loan.

                  "Primary Servicing Office": With respect to each of the Master
Servicer and the Special Servicer, the office thereof primarily responsible for
performing its respective duties under this Agreement; initially located in
Pennsylvania, in the case of the Master Servicer, and California, in the case of
the Special Servicer.

                  "Principal Allocation Fraction": With respect to any
Distribution Date and each of Class A-1, Class A-2, Class B, Class C, Class D,
Class E, Class F and Class G Certificates, a fraction the numerator of which is
the portion of the Principal Distribution Amount allocable to such Class of
Certificates for such Distribution Date and the denominator of which is the
Principal Distribution Amount for all Classes of Certificates as of such
Distribution Date.

                  "Principal Balance Certificate": Any REMIC III Regular
Certificate other than a Class X Certificate.

                  "Principal Distribution Amount": With respect to any
Distribution Date, the aggregate of (i) the Current Principal Distribution
Amount for such Distribution Date and (ii) if such Distribution Date is after
the initial Distribution Date, the excess, if any, of the Principal Distribution
Amount for the preceding Distribution Date, over the aggregate distributions of
principal made on the Principal Balance Certificates in respect of such
Principal Distribution Amount on the preceding Distribution Date.

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



                                       45
<PAGE>

                  "Privileged Person": The Depositor, the Master Servicer, the
Special Servicer, the Trustee, the Fiscal Agent, a Rating Agency, a designee of
the Depositor and any Person who provides the Trustee with an Investor
Certification.

                  "Proposed Plan": As defined in Section 3.17(a)(iii).

                  "Prospectus": The Prospectus dated November 20, 2000, as
supplemented by the Prospectus Supplement dated December 5, 2000, relating to
the offering of the Registered Certificates.

                  "PTCE 95-60": As defined in Section 5.02(c)(ii).

                  "Purchase Price": With respect to any Mortgage Loan or Loan
Group, a price equal to the outstanding principal balance of such Mortgage Loan
or Loan Group as of the date of purchase, together with (a) all accrued and
unpaid interest on such Mortgage Loan or Loan Group at the related Mortgage Rate
in effect from time to time to but not including the Due Date in the Collection
Period of purchase, (b) all related unreimbursed Servicing Advances, (c) all
accrued and unpaid Advance Interest in respect of related Advances, and (d) if
such Mortgage Loan or Loan Group is being purchased by a Mortgage Loan Seller
pursuant to Section 6 of the related Mortgage Loan Purchase Agreement or by
GMACCM pursuant to Section 4 of either Supplemental Agreement (i) all expenses
incurred or to be incurred by the Master Servicer (unless such Mortgage Loan
Seller is acting as Master Servicer), the Depositor and the Trustee in respect
of the Breach or Defect giving rise to the repurchase obligation and (ii) the
aggregate amount of all Special Servicer Fees, Advance Interest (to the extent,
if any, not included in clause (c) above) in respect of related Advances and
Additional Trust Fund Expenses incurred prior to such date of purchase and, in
each case, in respect of the related Mortgage Loan or Loan Group and, if the
applicable Mortgage Loan Seller repurchases such Mortgage Loan or Loan Group
after more than 180 days following its receipt of notice of a material breach of
a representation or warranty, the applicable Mortgage Loan Seller will also be
required to pay a 1% Liquidation Fee. If a Loan Group is being purchased by the
related Class S Certificateholder, the portion of the Purchase Price for the
Loan Group in excess of that for the related Mortgage Loan shall be the portion
of the Purchase Price for such Loan Group attributable to the related Companion
Loan, for purposes of making distributions with respect to the related Class S
Certificates. The Purchase Price for any Cross-Collateralized Mortgage Loan (but
not one that is part of a Loan Group) that is required to be repurchased
pursuant to Section 2.03(a) as a result of a Breach or Defect shall include such
additional amounts as are required to satisfy the "release price" requirements
of the applicable Mortgage Loan documents. With respect to any REO Property, the
amount calculated in accordance with the first sentence of this definition in
respect of the related REO Loan.

                  "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser or,
if a MAI-designated appraiser is not reasonably available, a state certified
appraiser, in each case, with at least five (5) years experience in appraising
similar types of property.

                  "Qualified Institutional Buyer": A "qualified institutional
buyer" as defined under Rule 144A promulgated under the Securities Act.



                                       46
<PAGE>

                  "Qualified Insurer": An insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant
jurisdiction.

                  "Qualifying Substitute Mortgage Loan": means, in the case of a
Deleted Mortgage Loan, a mortgage loan which, on the date of substitution, (i)
has a principal balance, after deduction of the principal portion of the Monthly
Payment due in the month of substitution, not in excess of the Stated Principal
Balance of the Deleted Mortgage Loan; (ii) is accruing interest at a rate of
interest at least equal to that of the Deleted Mortgage Loan; (iii) has a fixed
Mortgage Rate if the Deleted Mortgage Loan is a Fixed Rate Mortgage Loan and an
adjustable Mortgage Rate (with the same Index, Gross Margin and frequency of
Interest Rate Adjustment Dates and Payment Adjustment Dates as the Deleted
Mortgage Loan) if the Deleted Mortgage Loan is an Adjustable Rate Mortgage Loan;
(iv) is accruing interest on the same basis (for example, a 360-day year
consisting of twelve 30-day months) as the Deleted Mortgage Loan; (v) has a
remaining term to stated maturity or Anticipated Repayment Date, in the case of
an ARD Loan, not greater than, and not more than two years less than, that of
the Deleted Mortgage Loan; (vi) has an original Loan-to-Value Ratio not higher
than that of the Deleted Mortgage Loan and a current Loan-to-Value Ratio (equal
to the principal balance on the date of substitution divided by its Appraised
Value as determined by an Appraisal dated not more than twelve months prior to
the date of substitution) not higher than the then current Loan-to-Value Ratio
of the Deleted Mortgage Loan; (vii) will comply with all of the representations
and warranties relating to Mortgage Loans and Companion Loans set forth in the
related Mortgage Loan Purchase Agreement, as of the date of substitution; (viii)
has an Environmental Assessment relating to the related Mortgaged Property in
its Servicing File; (ix) has a Debt Service Coverage Ratio equal to or greater
than that of the Deleted Mortgage Loan; and (x) as to which the Trustee has
received an Opinion of Counsel, at the related Mortgage Loan Seller's expense,
that such Qualifying Substitute Mortgage Loan is a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Code; provided that no
Qualifying Substitute Mortgage Loan may have a Maturity Date after the date
three years prior to the Rated Final Distribution Date, and provided, further,
that no such Qualifying Substitute Mortgage Loan shall be substituted for a
Deleted Mortgage Loan unless Rating Agency Confirmation is obtained. 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) and (iii) above and the remaining term to
stated maturity referred to in clause (v) 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 Qualifying Substitute
Mortgage Loan meets all of the requirements of this definition and shall send
such certification to the Trustee.

                  "Rated Final Distribution Date": The Distribution Date in
September 2035.

                  "Rating Agency": Each of Moody's and Fitch.

                  "Rating Agency Confirmation": With respect to any matter and
any Rating Agency, where required under this Agreement, confirmation in writing
by such Rating Agency that a proposed action, failure to act, or other event
specified herein will not in and of itself result



                                       47
<PAGE>

in the withdrawal, downgrade or qualification of the rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency. For
all purposes of this Agreement, the placement by a Rating Agency of any Class of
Certificates on "negative credit watch" shall constitute a qualification of such
Rating Agency's rating of such Certificates.

                  "Realized Loss": With respect to each defaulted Mortgage Loan
or Loan Group as to which a Final Recovery Determination has been made, or with
respect to any REO Loan as to which a Final Recovery Determination has been made
as to the related REO Property, an amount (not less than zero) equal to (i) the
unpaid principal balance of such Mortgage Loan or Loan Group or REO Loan, as the
case may be, as of the Due Date immediately preceding the date the Final
Recovery Determination was made, plus (ii) all accrued but unpaid interest on
such Mortgage Loan or Loan Group or REO Loan, as the case may be (without taking
into account the amounts described in subclause (iv) of this sentence), at the
related Mortgage Rate to but not including the Due Date in the Collection Period
in which the Final Recovery Determination was made, plus (iii) any related
unreimbursed Servicing Advances as of the commencement of the Collection Period
in which the Final Recovery Determination was made, together with any new
related Servicing Advances made during such Collection Period, minus (iv) all
payments and proceeds, if any, received in respect of such Mortgage Loan or Loan
Group or REO Loan, as the case may be, during the Collection Period in which
such Final Recovery Determination was made (net of any related Liquidation
Expenses paid therefrom).

                  With respect to any Mortgage Loan or Companion Loan as to
which any portion of the outstanding principal or accrued interest (other than
Excess Interest) owed thereunder was forgiven in connection with a bankruptcy or
similar proceeding involving the related Mortgagor or a modification, waiver or
amendment of such Mortgage Loan or Companion Loan granted or agreed to by the
Master Servicer or Special Servicer pursuant to Section 3.20, the amount of such
principal or interest so forgiven.

                  With respect to any Mortgage Loan or Companion Loan as to
which the Mortgage Rate thereon has been permanently reduced for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan or
Companion Loan granted or agreed to by the Master Servicer or Special Servicer
pursuant to Section 3.20, the amount of the consequent reduction in the interest
portion of each successive Monthly Payment due thereon. Each such Realized Loss
shall be deemed to have been incurred on the Due Date for each affected Monthly
Payment.

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

                  "Registered Certificates": The Class A-1, Class A-2, Class B,
Class C and Class D Certificates.

                  "Reimbursement Rate": The rate per annum applicable to the
accrual of Advance Interest, which rate per annum shall be equal to the "prime
rate" as published in the "Money Rates" section of The Wall Street Journal, as
such "prime rate" may change from time to time. Notwithstanding the prior
sentence, the Reimbursement Rate applicable to any Advance Interest



                                       48
<PAGE>

on any Delinquency Advance made on any MacArthur Companion Loan will accrue at
such "prime rate" plus 1.0%.

                  "Related Borrower Group": Any of the groups of Mortgage Loans
or Loan Groups having the same or related Mortgagors as identified in Annex A to
the Prospectus Supplement dated December 5, 2000 under the column heading
"Related Group."

                  "Release Date": As defined in Section 3.08(c).

                  "REMIC": A "real estate mortgage investment conduit" as
defined in Section 860D of the Code.

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) the
Mortgage Loans and Companion Loans as from time to time are subject to this
Agreement and all payments under and proceeds of such Mortgage Loans or
Companion Loans received or receivable after the Cut-off Date (other than (a)
Excess Interest and (b) payments of principal, interest and other amounts due
and payable on the Mortgage Loans or Companion Loans on or before the Cut-off
Date), together with the rights under all documents delivered or caused to be
delivered under the Mortgage Loan Purchase Agreements with respect to the
Mortgage Loans and Companion Loans by the Mortgage Loan Sellers; (ii) the
Certificateholders' Interest in any REO Properties acquired in respect of the
Mortgage Loans and Companion Loans; (iii) the Certificateholders' Interest in
such funds or assets (other than Excess Interest) as from time to time are
deposited in the Certificate Distribution Account, the Companion Loan
Distribution Account, the Collection Account and the REO Account (if
established); and (iv) the rights of the Depositor under Sections 2, 4(a) and 6
of each Mortgage Loan Purchase Agreement and the rights of the Depositor under
Sections 2 and 4 of each Supplemental Agreement assigned by the Depositor to the
Trustee.

                  "REMIC I Regular Interest": With respect to each Mortgage Loan
and Companion Loan (and any successor REO Loan), the separate non-certificated
beneficial ownership interest in REMIC I issued hereunder and designated as a
"regular interest" in REMIC I. Each REMIC I Regular Interest shall accrue
interest at the related REMIC I Remittance Rate and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance (which
shall equal the Cut-off Date Principal Balance of the related Mortgage Loan or
Companion Loans, as applicable). The designation for each REMIC I Regular
Interest shall be the loan number for the initial related Mortgage Loan or the
related Companion Loan set forth in the Mortgage Loan Schedule. If a Replacement
Mortgage Loan or Loans are substituted for any Deleted Mortgage Loan, the REMIC
I Regular Interest that related to the Deleted Mortgage Loan shall thereafter
relate to such Replacement Mortgage Loan(s).

                  "REMIC I Remittance Rate": With respect to any REMIC I Regular
Interest for any Distribution Date, a rate per annum equal to the Net Mortgage
Rate in effect for the related Mortgage Loan or Companion Loan or REO Loan, as
the case may be. If any Mortgage Loan or Companion Loan included in the Trust
Fund as of the Closing Date is replaced by a Replacement Mortgage Loan or Loans,
the REMIC I Remittance Rate for the related REMIC I Regular



                                       49
<PAGE>

Interest shall still be calculated in accordance with the preceding sentence
based on the Net Mortgage Rate for the Deleted Mortgage Loan.

                  "REMIC II": The segregated pool of assets consisting of all of
the REMIC I Regular Interests, with respect to which a separate REMIC election
is to be made.

                  "REMIC II Distribution Amount": As defined in Section 4.01(a).

                  "REMIC II Regular Interest": Any of the twenty-one (21)
separate non-certificated beneficial ownership interests in REMIC II issued
hereunder designated as a "regular interest" in REMIC II and identified
individually as REMIC II Regular Interests LA-1, LA-2, LB, LC, LD, LE, LF, LG,
LH, LJ, LK, LL, LM, LN, LO, LP, LS-AM, LS-MAC-1, LS-MAC-2, LS-MAC-3, and
LS-MAC-4. Each REMIC II Regular Interest shall accrue interest at the related
REMIC II Remittance Rate in effect from time to time and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Principal Balance as set
forth in the Preliminary Statement hereto. The designations for the respective
REMIC II Regular Interests are set forth in the Preliminary Statement hereto.

                  Each REMIC II Regular Interest corresponds to a Class of
Principal Balance Certificates and a Class X Component as follows:


REMIC II                 Class of Principal           Class X
Regular Interest         Balance Certificates         Component
----------------------   --------------------------   --------------------------
Class LA-1               Class A-1                    Class LA-1 Component
Class LA-2               Class A-2                    Class LA-2 Component
Class LB                 Class B                      Class LB Component
Class LC                 Class C                      Class LC Component
Class LD                 Class D                      Class LD Component
Class LE                 Class E                      Class LE Component
Class LF                 Class F                      Class LF Component
Class LG                 Class G                      Class LG Component
Class LH                 Class H                      Class LH Component
Class LJ                 Class J                      Class LJ Component
Class LK                 Class K                      Class LK Component
Class LL                 Class L                      Class LL Component
Class LM                 Class M                      Class LM Component
Class LN                 Class N                      Class LN Component
Class LO                 Class O                      Class LO Component
Class LP                 Class P                      Class LP Component
Class LS-AM              Class S-AM                   N/A
Class LS-MAC-1           Class S-MAC-1                N/A
Class LS-MAC-2           Class S-MAC-2                N/A
Class LS-MAC-3           Class S-MAC-3                N/A
Class LS-MAC-4           Class S-MAC-4                N/A



                                       50
<PAGE>

                  "REMIC II Remittance Rate": With respect to each REMIC II
Regular Interest (other than the Class LS-AM, LS-MAC-1, LS-MAC-2, LS-MAC-3 and
LS-MAC-4 REMIC II Regular Interests), for any Distribution Date, the weighted
average of the respective REMIC I Remittance Rates for all REMIC I Regular
Interests (other than the REMIC I Regular Interests corresponding to the
Companion Loans) for such Distribution Date (weighted on the basis of the
respective Uncertificated Principal Balances of such related REMIC I Regular
Interests immediately prior to such Distribution Date). With respect to each
Class LS-AM, LS-MAC-1, LS-MAC-2, LS-MAC-3, and LS-MAC-4 REMIC II Regular
Interest, for any Distribution Date, the REMIC I Remittance Rate for the REMIC I
Regular Interest with respect to the related Companion Loan for such
Distribution Date.

                  "REMIC III": The segregated pool of assets consisting of all
of the REMIC II Regular Interests, with respect to which a separate REMIC
election is to be made.

                  "REMIC III Certificate": Any Certificate, other than a Class
R-I or Class R-II Certificate.

                  "REMIC III Regular Certificate": Any REMIC III Certificate,
other than a Class R-III Certificate.

                  "REMIC Provisions": 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 temporary and final Treasury regulations (and, to the extent not
inconsistent with such temporary and final regulations, proposed regulations)
and any published rulings, notices and announcements, promulgated thereunder, as
the foregoing may be in effect from time to time.

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

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

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

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

                           (iv) any amount charged for services that are not
         customarily furnished in connection with the rental of property to
         tenants in buildings of a similar class in the same geographic market
         as such REO Property within the meaning of Treasury



                                       51
<PAGE>

         Regulations Section 1.856-4(b)(1) (whether or not such charges are
         separately stated); and

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

                  "REO Account": A segregated account or accounts created and
maintained by the Special Servicer pursuant to Section 3.16(b) on behalf of the
Trustee in trust for the Certificateholders, which shall be entitled "GMAC
Commercial Mortgage Corporation, as Special Servicer, in trust for registered
holders of GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
Certificates, Series 2000-C3".

                  "REO Acquisition": The acquisition of any REO Property
pursuant to Section 3.09.

                  "REO Disposition": The sale or other disposition of the REO
Property pursuant to Section 3.18.

                  "REO Extension": As defined in Section 3.16(a).

                  "REO Loan": The Mortgage Loan or Companion Loan deemed for
purposes hereof to be outstanding with respect to each REO Property. Each REO
Loan shall be deemed to provide for monthly payments of principal and/or
interest equal to the applicable Assumed Monthly Payment and otherwise to have
the same terms and conditions as its predecessor Mortgage Loan or Companion
Loan, including, without limitation, with respect to the calculation of the
Mortgage Rate in effect from time to time (such terms and conditions to be
applied without regard to the default on such predecessor Mortgage Loan or
Companion Loan). Each REO Loan shall be deemed to have an initial outstanding
principal balance and Stated Principal Balance equal to the outstanding
principal balance and Stated Principal Balance, respectively, of its predecessor
Mortgage Loan or Companion Loan as of the date of the related REO Acquisition.
All Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments
and other amounts due and owing in respect of the predecessor Mortgage Loan or
Companion Loan as of the date of the related REO Acquisition shall be deemed to
continue to be due and owing in respect of an REO Loan. All amounts payable or
reimbursable to the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent in respect of the predecessor Mortgage Loan or Companion Loan as of
the date of the related REO Acquisition, including, without limitation, any
unreimbursed Advances, together with any Advance Interest accrued and payable in
respect of such Advances, shall continue to be payable or reimbursable to the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the
case may be, in respect of an REO Loan.

                  "REO Property": A Mortgaged Property acquired by the Special
Servicer on behalf and in the name of the Trustee for the benefit of the
Certificateholders through foreclosure, acceptance of a deed-in-lieu of
foreclosure or otherwise in accordance with



                                       52
<PAGE>

applicable law in connection with the default or imminent default of a Mortgage
Loan or Companion Loan.

                  "REO Revenues": All income, rents and profits derived from the
ownership, operation or leasing of any REO Property.

                  "REO Status Report": A report or reports substantially in the
form of Exhibit H attached hereto setting forth, among other things, with
respect to each REO Property that was included in the Trust Fund as of the close
of business on the immediately preceding Determination Date, (i) the Acquisition
Date of such REO Property, (ii) the amount of income collected with respect to
such REO Property (net of related expenses) and other amounts, if any, received
on such REO Property during the Collection Period ending on such Determination
Date and (iii) the value of the REO Property based on the most recent Appraisal
or other valuation thereof available to the Master Servicer as of such date of
determination (including any valuation prepared internally by the Special
Servicer).

                  "REO Tax": As defined in Section 3.17(a)(i).

                  "Replacement Mortgage Loan": Any Qualifying Substitute
Mortgage Loan that is substituted for one or more Deleted Mortgage Loans.

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

                  "Required Appraisal Loan": With respect to any Mortgage Loan
or Loan Group, as defined in Section 3.19(d).

                  "Reserve Account": The account or accounts created and
maintained pursuant to Section 3.03(d).

                  "Reserve Funds": With respect to any Mortgage Loan or
Companion Loan, any cash amounts or instruments convertible into cash delivered
by the related Mortgagor to be held in escrow by or on behalf of the mortgagee
representing reserves for items such as repairs, replacements, capital
improvements and/or environmental testing and remediation with respect to the
related Mortgaged Property.

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

                  "Responsible Officer": When used with respect to the initial
Trustee, any officer of its Asset-Backed Securities Trust Services Group with
direct responsibility for the transaction contemplated by this Agreement and
with respect to any successor Trustee, any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer
or assistant trust officer, or any assistant controller in its corporate trust
department or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers to whom a
particular matter is referred by the Trustee because of such officer's knowledge
of and familiarity with the particular subject.



                                       53
<PAGE>

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

                  "Securities Act":  The Securities Act of 1933, as amended.

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

                  "Senior Certificate": Any Class X, Class A-1 or Class A-2
Certificate.

                  "Servicer Watch List": A report or reports setting forth,
among other things, certain Mortgage Loans or Loan Groups (i) that have
experienced a decrease of at least 10% in debt service coverage from the
previous reporting period (unless the Master Servicer shall have reasonably
determined that such decrease is due to the seasonal nature or use of the
related Mortgaged Property), (ii) that have experienced a loss of or bankruptcy
of the largest tenant (to the extent the Servicer has actual knowledge of such
loss or bankruptcy), (iii) that are within six months of maturity, (iv) that are
Specified Debt Service Reserve Loans which have had their Monthly Payment paid
out of a debt service reserve for two consecutive Due Dates, (v) that are
Specified Letter of Credit Loans or Specified Debt Service Reserve Loans as to
which the conditions for release of the related letter of credit or debt service
reserve, as the case may be, have been satisfied, provided that such Specified
Letter of Credit Loans and Specified Debt Service Reserve Loans shall be
included on the Servicer Watch List for the month of such release and, at a
minimum, the two months following such release, (vi) for which any lease
relating to the largest tenant of the related Mortgaged Property has expired,
been terminated or is in default (to the extent the Master Servicer has actual
knowledge of such expiration, termination or default), or (vii) where there has
been a decrease in the occupancy of the related Mortgaged Property of 10% or
more from the original underwritten occupancy level, (unless the Master Servicer
shall have reasonably determined that such decrease is due to the seasonal
nature or use of the related Mortgaged Property).

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.03(a).

                  "Servicing Advances": All customary, reasonable and necessary
"out of pocket" costs and expenses (including attorneys' fees and expenses and
fees of real estate brokers) incurred by the Master Servicer, the Special
Servicer or, if applicable, the Trustee or the Fiscal Agent in connection with
the servicing and administering of (a) a Mortgage Loan or Companion Loan in
respect of which a default, delinquency or other unanticipated event has
occurred or as to which a default is imminent or (b) an REO Property, including,
but not limited to, the cost of (i) compliance with the obligations of the
Master Servicer and/or the Special Servicer set forth in Section 3.03(c) and
3.09(c), (ii) the preservation, restoration and protection of a Mortgaged
Property, (iii) obtaining any Insurance Proceeds or any Liquidation Proceeds in
respect of any Mortgage Loan or Companion Loan or REO Property, (iv) any
enforcement or judicial



                                       54
<PAGE>

proceedings with respect to a Mortgaged Property, including foreclosures, and
(v) the operation, management, maintenance and liquidation of any REO Property.
All Emergency Advances made by the Special Servicer hereunder shall be
considered "Servicing Advances" for the purposes hereof.

                  "Servicing Fee Rate": With respect to any Mortgage Loan or
Companion Loan (including any REO Loan), the percentage rate per annum set forth
with respect to such Mortgage Loan or Companion Loan (including any REO Loan) on
the Mortgage Loan Schedule.

                  "Servicing Fees": With respect to any Distribution Date and
each Mortgage Loan and REO Loan, the fee payable to the Master Servicer pursuant
to Section 3.11(a).

                  "Servicing File": Any documents (other than documents required
to be part of the related Mortgage File), in the possession of the Master
Servicer or the Special Servicer and relating to the origination and servicing
of any Mortgage Loan or Loan Group.

                  "Servicing Officer": Any officer of the Master Servicer or the
Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans, whose name and specimen signature appear on a
list of servicing officers furnished by the Master Servicer or the Special
Servicer to the Trustee and the Depositor on the Closing Date as such list may
be amended from time to time thereafter.

                  "Servicing Standard": As defined in Section 3.01(a).

                  "Servicing Transfer Event": With respect to any Mortgage Loan
or Loan Group, the occurrence of any of the events described in clauses (1)
through (8) of the definition of "Specially Serviced Mortgage Loan".

                  "Special Servicer": GMACCM, or any successor special servicer
appointed as herein provided.

                  "Special Servicing Fee": With respect to each Specially
Serviced Mortgage Loan (including either a Mortgage Loan and/or a Companion
Loan) and REO Loan, the fee designated as such and payable to the Special
Servicer pursuant to Section 3.11(c).

                  "Special Servicing Fee Rate": With respect to each Specially
Serviced Mortgage Loan (including either a Mortgage Loan and/or a Companion
Loan) and REO Loan, 0.250% per annum.

                   "Specially Serviced Mortgage Loan": Any Mortgage Loan or Loan
Group (and each related Cross-Collateralized Mortgage Loan) as to which any of
the following events has occurred:

         (1)      the related Mortgagor has failed to make when due any Balloon
                  Payment, which failure has continued unremedied for 30 days
                  or, if the Master Servicer has received evidence that the
                  related Mortgagor has obtained a firm commitment to refinance,
                  which has continued unremedied for more than 60 days; or



                                       55
<PAGE>

         (2)      the related Mortgagor has failed to make when due any Monthly
                  Payment (other than a Balloon Payment) or any other payment
                  required under the related Mortgage Note or the related
                  Mortgage, which failure continues unremedied for 60 days; or

         (3)      the Master Servicer has determined in its good faith and
                  reasonable judgment, that a default in the making of a Monthly
                  Payment or any other payment required under the related
                  Mortgage Note or the related Mortgage is likely to occur
                  within 30 days and is likely to remain unremedied for at least
                  60 days or, in the case of a Balloon Payment, for at least 30
                  days; or

         (4)      there shall have occurred a default, other than as described
                  in clause (1) or (2) above, that materially impairs the value
                  of the related Mortgaged Property as security for the Mortgage
                  Loan or Companion Loan or otherwise materially and adversely
                  affects the interests of Certificateholders, which default has
                  continued unremedied for the applicable grace period under the
                  terms of the Mortgage Loan or Companion Loan (or, if no grace
                  period is specified, 60 days); or

         (5)      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 or the appointment of a
                  conservator or receiver or liquidator in any 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 related
                  Mortgagor and such decree or order shall have remained in
                  force undischarged or unstayed for a period of 60 days; or

         (6)      the related Mortgagor shall have consented to the appointment
                  of a conservator or receiver or liquidator in any insolvency,
                  readjustment of debt, marshalling of assets and liabilities or
                  similar proceedings of or relating to such Mortgagor or of or
                  relating to all or substantially all of its property; or

         (7)      the related Mortgagor shall have admitted in writing its
                  inability to pay its debts generally as they become due, filed
                  a petition to take advantage of any applicable insolvency or
                  reorganization statute, made an assignment for the benefit of
                  its creditors, or voluntarily suspended payment of its
                  obligations; or

         (8)      the Master Servicer shall have received notice of the
                  commencement of foreclosure or similar proceedings with
                  respect to the related Mortgaged Property;

provided that a Mortgage Loan or Companion Loan will cease to be a Specially
Serviced Mortgage Loan, when a Liquidation Event has occurred in respect of such
Mortgage Loan or Companion Loan, when the related Mortgaged Property or
Properties become REO Property or Properties, or at such time as such of the
following as are applicable occur with respect to the circumstances identified
above that caused the Mortgage Loan or Companion Loan to be characterized as a
Specially Serviced Mortgage Loan (and provided that no other Servicing



                                       56
<PAGE>

Transfer Event then exists with respect to the particular Mortgage Loan or
Companion Loan or any related Cross-Collateralized Mortgage Loan):

                  (w) with respect to the circumstances described in clauses (1)
         and (2) above, the related Mortgagor has made the applicable Balloon
         Payment or three consecutive full and timely Monthly Payments under the
         terms of such Mortgage Loan or Companion Loan (as such terms may be
         changed or modified in connection with a bankruptcy or similar
         proceeding involving the related Mortgagor or by reason of a
         modification, waiver or amendment granted or agreed to by the Special
         Servicer pursuant to Section 3.20);

                  (x) with respect to the circumstances described in clauses
         (3), (5), (6) and (7) above, such circumstances cease to exist in the
         good faith and reasonable judgment of the Special Servicer;

                  (y) with respect to the circumstances described in clause (4)
         above, such default is cured; and

                  (z) with respect to the circumstances described in clause (8)
         above, such proceedings are terminated.

                  "Specified Debt Service Reserve Loans": The Mortgage Loans or
Loan Groups identified on Schedule V.

                  "Specified Earnout Reserve Loans": The Mortgage Loans or Loan
Groups identified on Schedule VII.

                  "Specified Letter of Credit Loans": The Mortgage Loans or Loan
Groups identified on Schedule VI.

                  "Startup Day": With respect to each of REMIC I, REMIC II and
REMIC III, the day designated as such in Section 10.01(b).

                  "Stated Maturity Date": With respect to any Mortgage Loan or
Companion Loan, the Due Date on which the last payment of principal is due and
payable under the terms of the related Mortgage Note as in effect on the Closing
Date, without regard to any change in or modification of such terms in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan or
Companion Loan granted or agreed to by the Master Servicer or Special Servicer
pursuant to Section 3.20 or, in the case of any ARD Loan, the Anticipated
Repayment Date for such Mortgage Loan or Companion Loan.

                  "Stated Principal Balance": With respect to any Companion Loan
or Mortgage Loan (and any related REO Loan), the Cut-off Date Principal Balance
of such Companion Loan or Mortgage Loan (or in the case of a Replacement
Mortgage Loan, as of the related date of substitution), as reduced on each
Distribution Date (to not less than zero) by (i) all payments (or Delinquency
Advances in lieu thereof) of, and all other collections allocated as provided in
Section 1.02 to, principal of or with respect to such Companion Loan or Mortgage
Loan (or



                                       57
<PAGE>

related REO Loan) that are (or, if they had not been applied to cover any
Additional Trust Fund Expense, would have been) distributed to
Certificateholders on such Distribution Date, and (ii) the principal portion of
any Realized Loss incurred in respect of such Companion Loan or Mortgage Loan
(or related REO Loan) during the related Collection Period. Notwithstanding the
foregoing, if a Liquidation Event occurs in respect of any Companion Loan or
Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Companion Loan or Mortgage Loan or of the related REO Loan, as the case may be,
shall be zero commencing as of the Distribution Date in the Collection Period
next following the Collection Period in which such Liquidation Event occurred.

                  "Strip Holder": Harty & Harty Corporation or any heir,
successor or assign with respect to the Broker Strip Amounts for loan number
09-0001385, Holiday Fenoglio Fowler L.P. or any heir, successor or assign with
respect to the Broker Strip Amounts for loan number 09-0001412; F.S. Phillips
Mortgage Corporation. or any heir, successor or assign with respect to the
Broker Strip Amounts for loan numbers 09-0001334 and 09-0001374, and Triad
Mortgage & Realty Funding Corp. or any heir, successor or assign with respect to
the Broker Strip Amounts for loan numbers 09-0001387, 09-0001389 and
09-00001390; provided, however, that if the agreement which entitles the Strip
Holder to receive the applicable Broker Strip is terminated in any case, the
applicable Strip Holder shall thereafter be the party designated as such in
writing by Goldman Sachs Mortgage Company to the Master Servicer.

                  "Subordinated Certificate": Any Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P, Class S-AM, Class S-MAC-1, Class S-MAC-2, Class S-MAC-3, Class
S-MAC 4 or Residual Certificate.

                  "Sub-Servicer": Any Person with which the Master Servicer or
the Special Servicer has entered into a Sub-Servicing Agreement.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer or the Special Servicer and any Sub-Servicer relating to
servicing and administration of Mortgage Loans as provided in Section 3.22.

                  "Substitution Shortfall Amount": In connection with the
substitution of one or more Replacement Mortgage Loans for one or more Deleted
Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate
Purchase Price, as the case may be, for such Deleted Mortgage Loan(s) exceeds
the initial Stated Principal Balance or aggregate Stated Principal Balance, as
the case may be, of such Replacement Mortgage Loan(s).

                  "Supplemental Agreement": Each of (i) the Supplemental
Agreement dated as of December 5, 2000 between GMACCM and Goldman Sachs Mortgage
Company, and (ii) the Supplemental Agreement dated as of December 5, 2000
between GMACCM and German American Capital Corporation, in each case, as
amended, restated or otherwise supplemented from time to time.

                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss



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<PAGE>

Allocation, or any successor forms, to be filed on behalf of each of REMIC I,
REMIC II and REMIC III due to its classification as a REMIC under the REMIC
Provisions, and the federal income tax return to be filed on behalf of the
Grantor Trust due to its classification as a grantor trust under the Grantor
Trust Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, or Applicable State Law.

                  "Tenant": With respect to each Credit Lease Loan, the lessee
thereunder.

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

                  "Transfer Affidavit and Agreement": As defined in Section
5.02(d)(i)(B).

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

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

                  "Trust Fund": Collectively, the Excess Interest and all of the
assets of REMIC I, REMIC II and REMIC III.

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

                  "Trustee Fee": With respect to any Distribution Date and each
Mortgage Loan, Companion Loan and REO Loan, the fee payable to the Trustee
pursuant to Section 8.05(a).

                  "Trustee Fee Rate": 0.0018%. The Trustee Fee Rate is included
in the Servicing Fee Rate set forth for each Mortgage Loan and Loan Group on the
Mortgage Loan Schedule.

                  "UCC": The Uniform Commercial Code of any applicable
jurisdiction.

                  "UCC Financing Statement": A financing statement executed and
filed pursuant to the Uniform Commercial Code, as in effect in the relevant
jurisdiction, or, in the case of Louisiana, the comparable provisions of
Louisiana law.

                  "Uncertificated Accrued Interest": With respect to any REMIC I
Regular Interest, for any Distribution Date, one month's interest (calculated on
the basis of a 360 day year consisting of twelve 30-day months) at the REMIC I
Remittance Rate applicable to such REMIC I Regular Interest for such
Distribution Date, accrued on the Uncertificated Principal Balance of such REMIC
I Regular Interest outstanding immediately prior to such Distribution Date. With
respect to any REMIC II Regular Interest, for any Distribution Date, one month's
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) at the REMIC II Remittance Rate applicable to such REMIC II Regular
Interest for such Distribution Date, accrued on the Uncertificated Principal
Balance of such REMIC II Regular Interest outstanding



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<PAGE>

immediately prior to such Distribution Date. The Uncertificated Accrued Interest
in respect of any REMIC I Regular Interest or REMIC II Regular Interest for any
Distribution Date shall be deemed to accrue during the applicable Interest
Accrual Period.

                  "Uncertificated Distributable Interest": With respect to any
REMIC I Regular Interest (other than a REMIC I Regular Interest related to a
Companion Loan) for any Distribution Date, the Uncertificated Accrued Interest
in respect of such REMIC I Regular Interest for such Distribution Date, reduced
(to not less than zero) by the product of (i) any Net Aggregate Prepayment
Interest Shortfall attributable to the Mortgage Loans for such Distribution
Date, multiplied by (ii) a fraction, expressed as a percentage, the numerator of
which is the Uncertificated Accrued Interest in respect of such REMIC I Regular
Interest for such Distribution Date, and the denominator of which is the
aggregate Uncertificated Accrued Interest in respect of all the REMIC I Regular
Interests (other than a REMIC I Regular Interest related to a Companion Loan)
for such Distribution Date. With respect to any REMIC I Regular Interest related
to a Companion Loan for any Distribution Date, the Uncertificated Accrued
Interest in respect of such REMIC I Regular Interest for such Distribution Date,
reduced (to not less than zero) by any Net Aggregate Prepayment Interest
Shortfall related to such Companion Loan for such Distribution Date. With
respect to any REMIC II Regular Interest for any Distribution Date, an amount
equal to: (a) the Uncertificated Accrued Interest in respect of such REMIC II
Regular Interest for such Distribution Date; reduced (to not less than zero) by
(b) the portion, if any, of the Net Aggregate Prepayment Interest Shortfall, if
any, for such Distribution Date allocated to such REMIC II Regular Interest
which shall be allocated in the same manner as such Net Aggregate Prepayment
Interest Shortfall is allocated amongst the corresponding REMIC III Regular
Certificates.

                  "Uncertificated Principal Balance": The principal amount of
any REMIC I Regular Interest or REMIC II Regular Interest outstanding as of any
date of determination. As of the Closing Date, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall equal the Cut-off Date Principal
Balance of the related Mortgage Loan or Companion Loan. On each Distribution
Date, the Uncertificated Principal Balance of each REMIC I Regular Interest
shall be reduced by all distributions of principal deemed to have been made
thereon on such Distribution Date pursuant to Section 4.01(a) and, if and to the
extent appropriate, shall be further reduced on such Distribution Date as
provided in Section 4.04(a). As of the Closing Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated
Principal Balance. On each Distribution Date, the Uncertificated Principal
Balance of each such REMIC II Regular Interest shall be reduced by all
distributions of principal deemed to have been made thereon on such Distribution
Date pursuant to Section 4.01(b) and, if and to the extent appropriate, shall be
further reduced on such Distribution Date as provided in Section 4.04(b).

                  "Underwriter": Each of Deutsche Bank Securities Inc. and
Goldman, Sachs & Co.

                  "Uninsured Cause": Any cause of damage to property subject to
a Mortgage such that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies or flood insurance policies
required to be maintained pursuant to Section 3.07.



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<PAGE>

                  "United States Person": A citizen or resident of the United
States, a corporation or partnership (unless, in the case of a partnership,
Treasury regulations are adopted that provide otherwise) created or organized in
or under the laws of the United States, any State thereof or the District of
Columbia, including an entity treated as a corporation or partnership for
federal income tax purposes, an estate whose income is subject to United States
federal income tax regardless of its source, or 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 such U.S. Persons have the authority to control all
substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 which are
eligible to elect to be treated as U.S. Persons).

                  "USPAP": The Uniform Standards of Professional Appraisal
Practices.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 98% of the Voting Rights shall be allocated among the
Holders of the various outstanding Classes of Principal Balance Certificates
(other than the Class S Certificates) in proportion to the respective Class
Principal Balances of their Certificates, and 1% of the Voting Rights shall be
allocated among the Holders of the Class X Certificates in proportion to the
respective Class Notional Amount of such Certificates, and the remaining Voting
Rights shall be allocated equally among the Holders of the respective Classes of
the Residual Certificates. Voting Rights allocated to a Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Appraisal Reduction Amounts will be allocated in reduction of the
respective Certificate Balances of the Class P, Class O, Class N, Class M, Class
L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C, Class
B and Class A Certificates (pro rata between the Class A-1 and Class A-2
Certificates), in that order, for purposes of calculating Voting Rights in the
same manner as Realized Losses and Additional Trust Fund Expenses are allocated
in accordance with Section 4.04. The Class S Certificates shall not be entitled
to exercise any Voting Rights.

                  "Weighted Average Net Mortgage Rate": With respect to any
Distribution Date, the REMIC II Remittance Rate for each REMIC II Regular
Interest (other than the Class LS-AM, LS-MAC-1, LS-MAC-2, LS-MAC-3, and LS-MAC-4
REMIC II Regular Interests) for such Determination Date.

                  "Withheld Amount": With respect to (a) each Interest Reserve
Loan and (b) each Distribution Date occurring in (i) January of each calendar
year that is not a leap year and (ii) February of each calendar year, an amount
equal to one day's interest at the related Mortgage Rate (less any Servicing Fee
payable therefrom) on the respective Stated Principal Balance as of the Due Date
in the month in which such Distribution Date occurs, to the extent that a
Monthly Payment or Delinquency Advance is made in respect thereof.

                  "Workout": Any written modification, waiver, amendment,
restructuring or workout of a Specially Serviced Mortgage Loan or a related
Mortgage Note entered into with a Mortgagor in accordance with Section 3.09
hereof.



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<PAGE>

                  "Workout Fee": With respect to each Corrected Mortgage Loan,
the fee designated as such and payable to the Special Servicer pursuant to the
third paragraph of Section 3.11(c).

                  "Workout Fee Rate": With respect to each Corrected Mortgage
Loan as to which a Workout Fee is payable, 1.00%.

                  SECTION 1.02  Certain Calculations in Respect of the Mortgage
                                Pool and in Respect of Loan Groups and Companion
                                Loans.

                  (a) All amounts collected in respect of any group of related
Cross-Collateralized Mortgage Loans in the form of payments from Mortgagors,
Insurance Proceeds and Liquidation Proceeds, shall be applied by the Master
Servicer among such Mortgage Loans and Companion Loans in accordance with the
express provisions of the related loan documents and, in the absence of such
express provisions, on a pro rata basis in accordance with the respective
amounts then "due and owing" as to each such Mortgage Loan and Companion Loan.
All amounts collected in respect of any Mortgage Loan or Companion Loan (whether
or not such Mortgage Loan or Companion Loan is a Cross-Collateralized Mortgage
Loan) in the form of payments from Mortgagors, Liquidation Proceeds or Insurance
Proceeds shall be applied to amounts due and owing under the related Mortgage
Note and Mortgage (including, without limitation, for principal and accrued and
unpaid interest) in accordance with the express provisions of the related
Mortgage Note and Mortgage and, in the absence of such express provisions, shall
be applied for purposes of this Agreement: first, as a recovery of any related
unreimbursed Servicing Advances and, if applicable, unpaid Liquidation Expenses;
second, as a recovery of accrued and unpaid interest at the related Mortgage
Rate on such Mortgage Loan or Companion Loan to but not including, as
appropriate, the date of receipt or, in the case of a full Monthly Payment from
any Mortgagor, the related Due Date; third, as a recovery of principal of such
Mortgage Loan or Companion Loan then due and owing, including, without
limitation, by reason of acceleration of the Mortgage Loan or Companion Loan
following a default thereunder (or, if a Liquidation Event has occurred in
respect of such Mortgage Loan or Companion Loan, as a recovery of principal to
the extent of its entire remaining unpaid principal balance); fourth, as a
recovery of amounts to be currently applied to the payment of, or escrowed for
the future payment of, real estate taxes, assessments, insurance premiums,
ground rents (if applicable) and similar items; fifth, as a recovery of Reserve
Funds to the extent then required to be held in escrow; sixth, as a recovery of
any Prepayment Premium then due and owing under such Mortgage Loan or Companion
Loan; seventh, as a recovery of any Penalty Charges then due and owing under
such Mortgage Loan or Companion Loan; eighth, as a recovery of any other amounts
(other than Excess Interest) then due and owing under such Mortgage Loan or
Companion Loan; ninth, as a recovery of any remaining principal of such Mortgage
Loan or Companion Loan to the extent of its entire remaining unpaid principal
balance; and tenth, if such Mortgage Loan or Companion Loan is an ARD Loan, as a
recovery of any Excess Interest then due and owing on such Mortgage Loan or
Companion Loan.

                  (b) Collections in respect of each REO Property (exclusive of
amounts to be applied to the payment of the costs of operating, managing,
maintaining and disposing of such REO Property) shall be treated: first, as a
recovery of any related unreimbursed Servicing Advances; second, as a recovery
of accrued and unpaid interest on the related REO Loan at the



                                       62
<PAGE>

related Mortgage Rate to but not including the Due Date in the month of receipt;
third, as a recovery of principal of the related REO Loan to the extent of its
entire unpaid principal balance; and fourth, as a recovery of any other amounts
deemed to be due and owing in respect of the related REO Loan.

(c) The applications of amounts received in respect of any Mortgage Loan,
Companion Loan or REO Property pursuant to paragraphs (a) and (b) of this
Section 1.02 shall be determined by the Master Servicer in its good faith
judgment.

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01  Establishment of Trust; Conveyance of Mortgage
                                Loans and Companion Loans.

                  (a) The Depositor, concurrently with the execution and
delivery hereof, does hereby establish a trust, appoint the Trustee to serve as
trustee of such trust and assign to the Trustee without recourse for the benefit
of the Certificateholders all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in, to
and under (i) the Mortgage Loans and Companion Loans identified on the Mortgage
Loan Schedule, (ii) Sections 2, 4(a), 6 and 13 of each Mortgage Loan Purchase
Agreement and Sections 2, 4 and 6 of each Supplemental Agreement and (iii) all
other assets included or to be included in REMIC I. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage
Loans and Companion Loans (other than payments of principal and interest due and
payable on the Mortgage Loans and Companion Loans on or before the Cut-off
Date). The transfer of the Mortgage Loans and Companion Loans and the related
rights and property accomplished hereby is absolute and, notwithstanding Section
11.07, is intended by the parties to constitute a sale.

                  (b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each Mortgage Loan Seller pursuant to the related
Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or the Custodian (with a copy to
the Master Servicer), on or before the Closing Date, the Mortgage File for each
of such Mortgage Loan Seller's Mortgage Loans and Companion Loans, as
applicable, so assigned. If the related Mortgage Loan Seller cannot deliver, or
cause to be delivered as to any Mortgage Loan or Companion Loan, the original
Mortgage Note, the Mortgage Loan Seller shall deliver a copy or duplicate
original of such Mortgage Note, together with an affidavit certifying that the
original thereof has been lost or destroyed. If the related Mortgage Loan Seller
cannot deliver, or cause to be delivered, as to any Mortgage Loan or Companion
Loan, any of the documents and/or instruments referred to in clauses (2), (4),
(11) and (12) of the definition of "Mortgage File", with evidence of recording
or filing, as the case may be, thereon, because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, or because such original recorded document has been
lost or returned from the recording or filing office and subsequently lost, as
the case may be, the



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<PAGE>

delivery requirements of the related Mortgage Loan Purchase Agreement and this
Section 2.01(b) shall be deemed to have been satisfied as to such missing
document or instrument, and such missing document or instrument shall be deemed
to have been included in the Mortgage File, provided that a photocopy of such
missing document or instrument (certified by the related Mortgage Loan Seller to
be a true and complete copy of the original thereof submitted for recording or
filing, as the case may be) is delivered to the Trustee or a Custodian appointed
thereby on or before the Closing Date and either the original of such missing
document or instrument, or a copy thereof, with evidence of recording or filing,
as the case may be, thereon, is delivered to or at the direction of the Trustee
within 180 days of the Closing Date (or within such longer period after the
Closing Date as the Trustee may consent to, which consent shall not be
unreasonably withheld so long as the related Mortgage Loan Seller has provided
the Trustee with evidence of such recording or filing, as the case may be, or
has certified to the Trustee as to the occurrence of such recording or filing,
as the case may be, and is, as certified to the Trustee no less often than
quarterly, in good faith attempting to obtain from the appropriate county
recorder's or filing office such original or copy). Upon request, the Trustee
shall provide a copy of any such certification, promptly after receipt thereof,
to any Certificate Owner holding a Certificate in the Controlling Class that has
provided a certification to the Trustee in the form attached hereto as Exhibit
K. If the related Mortgage Loan Seller cannot deliver, or cause to be delivered,
as to any Mortgage Loan or Companion Loan, the original or a copy of the related
lender's title insurance policy referred to in clause (9) of the definition of
"Mortgage File" solely because such policy has not yet been issued, the delivery
requirements of this Section 2.01(b) shall be deemed to be satisfied as to such
missing item, and such missing item shall be deemed to have been included in the
related Mortgage File, provided that the related Mortgage Loan Seller shall have
delivered to the Trustee or a Custodian appointed thereby, on or before the
Closing Date, a commitment for title insurance "marked-up" at the closing of
such Mortgage Loan or Companion Loan, and the related Mortgage Loan Seller shall
deliver to the Trustee or such Custodian, promptly following the receipt
thereof, the original related lender's title insurance policy (or a copy
thereof). In addition, notwithstanding anything to the contrary contained
herein, if there exists with respect to any group of related
Cross-Collateralized Mortgage Loans only one original of any document referred
to in the definition of "Mortgage File" covering all the Mortgage Loans and
Companion Loans in such group, then the inclusion of the original of such
document in the Mortgage File for any of the Mortgage Loans and Companion Loans
in such group shall be deemed an inclusion of such original in the Mortgage File
for each such Mortgage Loan or Companion Loan. Neither the Trustee nor any
Custodian shall in any way be liable for any failure by the Mortgage Loan Seller
or the Depositor to comply with the delivery requirements of the Mortgage Loan
Purchase Agreement and this Section 2.01(b).

                  If any of the endorsements referred to in clause (1) of the
definition of "Mortgage File", or any of the assignments referred to in clauses
(3), (5) and (7) of the definition of "Mortgage File", are delivered to the
Trustee in blank, the Trustee shall be responsible for promptly (and in any
event within 45 days of the Closing Date) completing the related endorsement or
assignment in the name of the Trustee (in such capacity) and in any event prior
to releasing possession thereof.

                  (c) Except under the circumstances provided for in the last
sentence of this subsection (c), the Trustee shall, as to each Mortgage Loan and
Companion Loan, at the expense of the related Mortgage Loan Seller, promptly
(and in any event within 45 days of the Closing



                                       64
<PAGE>

Date) cause to be submitted 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 referred to in clauses (3) and (5) of the
definition of "Mortgage File" and each UCC-2 and UCC-3 referred to in clause
(11)(B) of the definition of "Mortgage File"; provided, however, that each
Mortgage Loan Seller shall have the right to direct the Trustee, in writing, to
cause the aforementioned recording and filing requirements to be completed
(within the specified time period) by a Person other than the Trustee, in which
case the Trustee shall (i) promptly deliver the referenced documents to such
Person for recording and filing and (ii) notify the related Mortgage Loan Seller
with respect to each Mortgage Loan and Companion Loan for which the related
assignment or file copy of any UCC-2 and UCC-3 has not been received within the
time period specified in Section 2.02(b). Each such assignment shall reflect
that it should be returned by the public recording office to the Trustee or its
designee following recording, and each such UCC-2 and UCC-3 shall reflect that
the file copy thereof should be returned to the Trustee or its designee
following filing. Promptly following receipt, the Trustee shall, at the expense
of the respective Mortgage Loan Seller, deliver a copy of any such document or
instrument to the Master 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 Trustee shall direct the related Mortgage Loan Seller pursuant to the
related Mortgage Loan Purchase Agreement promptly to prepare or cause to be
prepared a substitute therefor or cure such defect, as the case may be, and
thereafter the Trustee shall upon receipt thereof cause the same to be duly
recorded or filed, as appropriate.

                  (d) All documents and records in the Depositor's or any
Mortgage Loan Seller's possession relating to the Mortgage Loans and Companion
Loans 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 on or before
the Closing Date and shall be held by the Master Servicer (or a Sub-Servicer
retained thereby) on behalf of the Trustee in trust for the benefit of the
Certificateholders. If the Sub-Servicer shall hold any original documents and
records delivered to it pursuant to this clause (d) then the Sub-Servicer shall
deliver copies thereof to the Master Servicer.

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

                  SECTION 2.02  Acceptance by Trustee.

                  (a) The Trustee, by the execution and delivery of this
Agreement, hereby certifies receipt by it or a Custodian on its behalf, subject
to the provisions of Section 2.01 and the further review provided for in this
Section 2.02, and further subject to any exceptions noted on any exception
report prepared by the Trustee or such Custodian and attached hereto as Schedule
II, of the documents specified in clauses (1), (2), (3), (9) and (12) of the
definition of "Mortgage File", of a fully executed original counterpart of each
Mortgage Loan Purchase Agreement and of all other assets included in REMIC I and
delivered to it, in good faith and without notice of any adverse claim, and
declares that it or a Custodian on its behalf holds and will hold such documents
and the other documents delivered or caused to be delivered by the



                                       65
<PAGE>

Mortgage Loan Sellers constituting the Mortgage Files, and that it holds and
will hold such other assets included in REMIC I, in trust for the exclusive use
and benefit of all present and future Certificateholders. In connection with the
foregoing, the Trustee hereby certifies, subject to any exceptions noted on any
exception report prepared by the Trustee or the Custodian and attached hereto as
Schedule II, as to each Mortgage Note, that it (A) appears regular on its face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been executed
(where appropriate) and (C) purports to relate to such Mortgage Loan or
Companion Loan.

                  (b) Within 60 days of the Closing Date, the Trustee or a
Custodian on its behalf shall review each of the Mortgage Loan or Companion Loan
documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files; and, promptly following such review, the
Trustee shall certify in writing in the form attached hereto as Schedule III to
each of the Depositor, the Master Servicer, the Special Servicer, each
Certificateholder in the Controlling Class, each Mortgage Loan Seller and, upon
request, any Certificateholder that, as to each Mortgage Loan or Companion Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan or Companion
Loan paid in full or any Mortgage Loan or Companion Loan specifically identified
in any exception report annexed thereto as not being covered by such
certification), (i) all documents specified in clauses (1) through (5), (9),
(11) and (12) (in the case of clause (11), without regard to whether such UCC
financing statements were in the possession of the Mortgage Loan Seller (or its
agent)) of the definition of "Mortgage File" are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with Section 2.01(b) and (ii) all documents delivered or caused to
be delivered by the related Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it or by a Custodian on its behalf and (A)
appear regular on their face and relate to such Mortgage Loan or Companion Loan,
(B) appear to have been executed (where appropriate) and (C) purport to relate
to such Mortgage Loan or Companion Loan. If the Trustee's certification pursuant
to the preceding sentence includes an exception report, or if such certification
indicates that any recording or filing required by Section 2.01(c) has not been
completed with respect to a Mortgage Loan or Companion Loan, the Trustee or a
Custodian on its behalf shall continuously update such exception report to
reflect receipt of any additional documents or instruments or evidence of
recording or filing of such additional documents or instruments with respect to
such Mortgage Loan or Companion Loan, until the earliest of (i) the date on
which such exceptions are eliminated and any such recording or filing has been
completed, (ii) the date on which the affected Mortgage Loan or Companion Loan
has been removed from the Trust Fund, and (iii) the date which is two years
after the Closing Date, and shall provide such updated exception report
(beginning 150 days after the Closing Date and continuing every 90 days
thereafter until the date which is two years after the Closing Date) to each of
the Depositor, the Master Servicer, the Special Servicer, the Majority
Certificateholder of the Controlling Class and, upon request, any
Certificateholder. At any time after the date which is two years after the
Closing Date, the Depositor, the Master Servicer, the Special Servicer and any
Certificateholder may receive, upon request, an updated exception report.

                  (c) The Trustee or a Custodian on its behalf shall review each
of the Mortgage Loan and Companion Loan documents received thereby subsequent to
the Closing Date; and, on or about the first anniversary of the Closing Date,
the Trustee shall certify in writing in the form attached hereto as Schedule III
to each of the Depositor, the Master Servicer, the Special



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<PAGE>

Servicer, the Majority Certificateholder of the Controlling Class, any related
Class S Certificateholder and each Mortgage Loan Seller that, as to each
Mortgage Loan or Companion Loan listed on the Mortgage Loan Schedule (other than
any Mortgage Loan or Companion Loan as to which a Liquidation Event has
occurred) and except as specifically identified in any exception report annexed
to such certification, (i) all documents specified in clauses (1) through (5),
(9), (11) and (12) (in the case of clause (11), without regard to whether such
UCC financing statements were in the possession of the Mortgage Loan Seller (or
its agent)) of the definition of "Mortgage File" are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with Section 2.01(b), (ii) it or a Custodian on its behalf has
received either a recorded original of each of the assignments specified in
clauses (3) and, insofar as an unrecorded original thereof had been delivered or
caused to be delivered by the related Mortgage Loan Seller, (5) of the
definition of "Mortgage File" or a copy of such recorded original certified by
the applicable public recording office to be true and complete and (iii) all
Mortgage Loan and Companion Loan documents received by it or any Custodian have
been reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face and relate to such Mortgage Loan or Companion Loan, (B) appear to
have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan or Companion Loan.

                  (d) It is acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation (i) to determine whether any of the
documents specified in clauses (6), (7), (8), (10), (13), (14), (15), (16) and
(17) of the definition of "Mortgage File" exist or are required to be delivered
by the Depositor, any Mortgage Loan Seller or any other Person or (ii) to
inspect, review or examine any of the documents, instruments, certificates or
other papers relating to the Mortgage Loans and Companion Loans delivered to it
to determine that the same are genuine, enforceable, in recordable form or
appropriate for the represented purpose or that they are other than what they
purport to be on their face.

                  (e) If, in the process of reviewing the Mortgage Files or at
any time thereafter, the Trustee or any Custodian finds (or, if at any time, any
other party hereto finds) any document or documents constituting a part of a
Mortgage File to have not been properly executed or, subject to Section 2.01(b),
to have not been delivered, to contain information that does not conform in any
material respect with the corresponding information set forth in the Mortgage
Loan Schedule, or to be defective on its face (each, a "Defect" in the related
Mortgage File) the Trustee (or such other party) shall promptly so notify each
of the other parties hereto and the related Mortgage Loan Seller. If and when
notified of any error in the Mortgage Loan Schedule, the Depositor shall
promptly correct such error and distribute a new, corrected Mortgage Loan
Schedule to each of the other parties hereto, and upon receipt by the Trustee of
such a corrected Mortgage Loan Schedule so identified, such new, corrected
Mortgage Loan Schedule shall be deemed to amend and replace the existing
Mortgage Loan Schedule for all purposes.

                  SECTION 2.03  Mortgage Loan Sellers' Repurchase of Mortgage
                                Loans and Loan Groups for Defects in Mortgage
                                Files and Breaches of Representations and
                                Warranties.

                  (a) If the Trustee discovers or receives notice of a Defect in
any Mortgage File or a breach of any representation or warranty set forth in or
made pursuant to Section 4(a) of each Mortgage Loan Purchase Agreement or
Section 2(a) of either Supplemental Agreement (a



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<PAGE>

"Breach"), which Defect or Breach, as the case may be, materially and adversely
affects the value of any Mortgage Loan or Loan Group or the interests of the
Certificateholders therein, or if the Trustee discovers or receives notice of
any event that would give rise to the repurchase of a Mortgage Loan or Loan
Group pursuant to Section 6(b) of any Mortgage Loan Purchase Agreement or
Section 4(b) of either Supplemental Agreement, the Trustee shall give prompt
written notice of such Defect, Breach or event, as the case may be, to the
Depositor, the Master Servicer, the Special Servicer, the Rating Agencies and
the related Mortgage Loan Seller (and GMACCM, in the case of such a Defect,
Breach or event under a Supplemental Agreement) and shall request that the
related Mortgage Loan Seller (or GMACCM, in the case of such a Defect, Breach or
event under the Supplemental Agreement), within the time period provided for in
the related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, cure such Defect, Breach or event, as the case may be, in all
material respects or repurchase the affected Mortgage Loan or Loan Group at the
applicable Purchase Price in conformity with the related Mortgage Loan Purchase
Agreement or Supplemental Agreement, as applicable; provided, however, that in
lieu of effecting any such repurchase, a Mortgage Loan Seller (or GMACCM, in the
case of such a Defect, Breach or event under the Supplemental Agreement) will be
permitted to deliver a Qualifying Substitute Mortgage Loan until the second
anniversary of the Closing Date and to pay a cash amount equal to the applicable
Substitution Shortfall Amount, subject to the terms and conditions of the
related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, and this Agreement; provided, further, that if such Defect or Breach
would cause the Mortgage Loan or Loan Group to be other than a "qualified
mortgage" under Section 860G(a)(3) of the Code, such Defect or Breach shall be
cured or the related Mortgage Loan or Loan Group shall be repurchased or
replaced with a Qualifying Substitute Mortgage Loan within 60 days of discovery.
In the case of any Breach, Defect or event with respect to a
Cross-Collateralized Mortgage Loan that requires repurchase of such Mortgage
Loan the Cross-Collateralized Mortgage Loan must be repurchased in its entirety.
Notwithstanding the foregoing, the applicable Mortgage Loan Seller will not be
required to repurchase all of the related Cross-Collateralized Mortgage Loans
if, after giving effect to the repurchase only of the Mortgage Loans or Loans
Group materially and adversely affected by such Breach or Defect, both (i) the
Debt Service Coverage Ratio for the four preceding calendar quarters for all of
the Mortgaged Properties then remaining subject to the related Mortgage is not
less than 0.10x below the Debt Service Coverage Ratio set forth in the
Prospectus with respect to such Cross-Collateralized Mortgage Loan and the
related Cross-Collateralized Mortgage Loans, and (ii) the Loan-to-Value Ratio
for all of the Mortgage Properties then remaining subject to the related
Mortgage is not greater than 10% more than the Loan-to-Value Ratio set forth in
the Prospectus with respect to such Cross-Collateralized Mortgage Loan and the
related Cross-Collateralized Mortgage Loans, in each case determined by the
Master Servicer or Special Servicer, as applicable. If the Master Servicer or
Special Servicer, as applicable determines that an Appraisal is required for
purposes of determining the foregoing, the Appraisal will be at the related
Mortgage Loan Seller's expense, if the scope and cost of the Appraisal is
approved by the related Mortgage Loan Seller (such approval not to be
unreasonably withheld).

                  Unless the applicable delivery requirements are otherwise
deemed to have been satisfied pursuant to Section 2.01(b) (including by virtue
of the delivery of alternative documents as specified in Section 2.01(b)), any
of the following Defects shall be conclusively presumed materially and adversely
to affect the interests of Certificateholders in, and the value of, a Mortgage
Loan: (a) the absence from the Mortgage File of the original signed Mortgage
Note,



                                       68
<PAGE>

unless the Mortgage File contains a signed lost note affidavit 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 and a certificate stating
that the original signed Mortgage and any intervening assignments required to
create a complete chain of assignment to the Trustee were sent for recordation;
or (c) the absence from the Mortgage File of the item called for by paragraph
(9) of the definition of Mortgage File. If any of the foregoing Defects (each, a
"Material Document Defect") is discovered by the Trustee, the Trustee will take
the steps described elsewhere in this section.

                  As to any Qualifying Substitute Mortgage Loan or Loans, the
Trustee shall direct the related Mortgage Loan Seller (or GMACCM, in the case of
such a Defect, Breach or event under the Supplemental Agreement) to deliver to
the Trustee for such Qualifying Substitute Mortgage Loan or Loans (with a copy
to the Master Servicer), the related Mortgage File(s) with the related Mortgage
Note(s) endorsed as required by clause (1) of the definition of "Mortgage File".
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 Fund
and will be retained by Master Servicer and remitted by the Master Servicer to
the related Mortgage Loan Seller (or GMACCM, in the case of such a Defect,
Breach or event under the Supplemental Agreement) on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the Monthly Payment due on the related Deleted
Mortgage Loan for such month and thereafter the related Mortgage Loan Seller (or
GMACCM, in the case of such a Defect, Breach or event under the Supplemental
Agreement) shall be entitled to retain all amounts received in respect of such
Deleted Mortgage Loan.

                  In any month in which the related Mortgage Loan Seller (or
GMACCM under a Supplemental Agreement) substitutes one or more Qualifying
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Master
Servicer will determine the applicable Substitution Shortfall Amount. The
Trustee shall direct the related Mortgage Loan Seller (or GMACCM, as applicable)
to deposit cash equal to the applicable portion of such amount into the
applicable Distribution Account concurrently with the delivery of the Mortgage
File(s) for the Qualifying Substitute Mortgage Loan(s), without any
reimbursement thereof. The Trustee shall also direct the related Mortgage Loan
Seller (or GMACCM, as applicable) to give written notice to the Trustee and the
Master Servicer of such deposit, accompanied by an Officers' Certificate as to
the calculation of the applicable Substitution Shortfall Amount. The Trustee
shall direct the related Mortgage Loan Seller (or GMACCM, as applicable) to
amend the Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage
Loan and, if applicable, the substitution of the Qualifying Substitute Mortgage
Loan(s); and, upon such amendment, the Trustee shall deliver or cause the
delivery of such amended Mortgage Loan Schedule to the other parties hereto.
Upon any such substitution, the Qualifying Substitute Mortgage Loan(s) shall be
subject to the terms of this Agreement in all respects.

                  (b) In connection with any repurchase of or substitution for a
Mortgage Loan or Loan Group contemplated by this Section 2.03, the Trustee, the
Master Servicer and the Special Servicer shall each tender promptly to the
related Mortgage Loan Seller (or GMACCM, as applicable), upon delivery to each
of the Trustee, the Master Servicer and the Special Servicer of a trust receipt
executed by the related Mortgage Loan Seller (or GMACCM, as applicable), all



                                       69
<PAGE>

portions of the Mortgage File and other documents pertaining to such Mortgage
Loan or Loan Group possessed by it, and each document that constitutes a part of
the related Mortgage File that was endorsed or assigned to the Trustee shall be
endorsed or assigned, as the case may be, to the related Mortgage Loan Seller
(or GMACCM, as applicable) in the same manner as provided in Section 2 of each
Mortgage Loan Purchase Agreement. Additionally, in connection with any
repurchase of or substitution for a Mortgage Loan or Loan Group pursuant to this
Section 2.03, the Master Servicer shall release or cause to be released to the
related Mortgage Loan Seller (or GMACCM, as applicable) any Reserve Funds or
Escrow Payments with respect to the related Mortgage Loan or Loan Group. If the
affected Mortgage Loan or Loan Group is to be repurchased, the Trustee shall
designate the Collection Account as the account to which funds in the amount of
the Purchase Price are to be wired. The Trustee shall notify any related Class S
Certificateholder of any repurchase or substitution regarding any related
Companion Loan.

                  (c) Section 6 of the related Mortgage Loan Purchase Agreement
and Section 4 of each Supplemental Agreement provides the sole remedy available
to the Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage File or any Breach of any representation or
warranty set forth in or required to be made pursuant to Section 4(a) of such
Mortgage Loan Purchase Agreement or Section 2(a) of such Supplemental Agreement
or any of the circumstances described in Section 6(b) of such Mortgage Loan
Purchase Agreement or in Section 4(b) of such Supplemental Agreement.

                  (d) The Trustee shall, for the benefit of the
Certificateholders, enforce the obligations of each Mortgage Loan Seller under
Section 6 of the related Mortgage Loan Purchase Agreement and the obligations of
GMACCM under Section 4 of each Supplemental Agreement. Such enforcement,
including, without limitation, the legal prosecution of claims, shall be carried
out in such form, to such extent and at such time as the Trustee would require
were it, in its individual capacity, the owner of the affected Mortgage Loan(s)
or Companion Loan(s). The Trustee shall be reimbursed for the reasonable costs
of such enforcement, together with interest thereon at the Reimbursement Rate:
first, from a specific recovery of costs, expenses or attorneys' fees against
the related Mortgage Loan Seller (or GMACCM, in the case of enforcement under a
Supplemental Agreement); second, pursuant to Section 3.05(a)(ix) out of the
related Purchase Price, to the extent that such expenses are a specific
component thereof; and third, if at the conclusion of such enforcement action it
is determined that the amounts described in clauses first and second are
insufficient, then pursuant to Section 3.05(a)(x) out of general collections on
the Mortgage Loans on deposit in the Collection Account.

                  (e) Notwithstanding anything to the contrary in this Section
2.03, with respect to any repurchase of the Mortgage Loan identified on the
Mortgage Loan Schedule as Loan Number 24082 ("Arizona Mills Loan"), subject to
and in accordance with the terms and conditions of the GMACCM Mortgage Loan
Purchase Agreement and the Goldman Sachs Mortgage Company Mortgage Loan Purchase
Agreement, if pursuant to this Section 2.03, either the interest in the Arizona
Mills Loan conveyed under the GMACCM Mortgage Loan Purchase Agreement or the
interest in the Arizona Mills Loan conveyed under the Goldman Sachs Mortgage
Company Mortgage Loan Purchase Agreement is required to be repurchased, the
Trustee shall cause both such interests to be repurchased concurrently by the
respective Mortgage Loan Sellers pursuant to this Section 2.03. The applicable
Mortgage Loan Sellers will



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<PAGE>

maintain the right to deliver a Qualifying Substitute Mortgage Loan in lieu of
repurchase as described in this Section 2.03 with respect to their respective
interests in the Arizona Mills Loan.

                  SECTION 2.04  Issuance of Class R-I Certificates; Creation of
                                REMIC I Regular Interests.

                  Concurrently with the assignment to the Trustee of the assets
included in REMIC I, and in exchange therefor, at the direction of the
Depositor, the REMIC I Regular Interests have been issued hereunder and the
Trustee has executed, and caused the Certificate Registrar to authenticate and
deliver, to or upon the order of the Depositor, the Class R-I Certificates in
authorized denominations. The interests evidenced by the Class R-I Certificates,
together with the REMIC I Regular Interests, constitute the entire beneficial
ownership of REMIC I. The rights of the Class R-I Certificateholders and REMIC
II to receive distributions from the proceeds of REMIC I in respect of the Class
R-I Certificates and the REMIC I Regular Interests, respectively, and all
ownership interests of the Class R-I Certificateholders and REMIC II in and to
such distributions, shall be as set forth in this Agreement.

                  SECTION 2.05  Conveyance of REMIC I Regular Interests;
                                Acceptance of REMIC II by the Trustee.

                  The Depositor, as of the Closing Date, and concurrently with
the execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC I Regular
Interests to the Trustee for the benefit of the Class R-II Certificateholders
and REMIC III as holder of the REMIC II Regular Interests. The Trustee
acknowledges the assignment to it of the REMIC I Regular Interests and declares
that it holds and will hold the same in trust for the exclusive use and benefit
of all present and future Class R-II Certificateholders and REMIC III as the
holder of the REMIC II Regular Interests.

                  SECTION 2.06  Issuance of Class R-II Certificates; Creation of
                                REMIC II Regular Interest.

                  Concurrently with the assignment to the Trustee of the REMIC I
Regular Interests, and in exchange therefor, at the direction of the Depositor,
the REMIC II Regular Interests have been issued hereunder and the Trustee has
executed, and caused the Certificate Registrar to authenticate and deliver, to
or upon the order of the Depositor, the Class R-II Certificates in authorized
denominations. The interests evidenced by the Class R-II Certificates, together
with the REMIC II Regular Interests, constitute the entire beneficial ownership
of REMIC II. The rights of the Class R-II Certificateholders and REMIC III to
receive distributions from the proceeds of REMIC II in respect of the Class R-II
Certificates and the REMIC II Regular Interests, respectively, and all ownership
interests of the Class R-II Certificateholders and REMIC III in and to such
distributions, shall be as set forth in this Agreement.

                  SECTION 2.07  Conveyance of REMIC II Regular Interests;
                                Acceptance of REMIC III by Trustee.

                  The Depositor, as of the Closing Date, and concurrently with
the execution and delivery hereof, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the REMIC II Regular
Interests to the Trustee for the benefit of the REMIC



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III Certificateholders. The Trustee acknowledges the assignment to it of the
REMIC II Regular Interests and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future REMIC III
Certificateholders.

                  SECTION 2.08  Issuance of REMIC III Certificates.

                  Concurrently with the assignment to the Trustee of the REMIC
II Regular Interests, and in exchange therefor, at the direction of the
Depositor, the Trustee has executed, and caused the Certificate Registrar to
authenticate and deliver, to or upon the order of the Depositor, the REMIC III
Certificates in authorized denominations evidencing the entire beneficial
ownership of REMIC III. The rights of the respective Classes of REMIC III
Certificateholders to receive distributions from the proceeds of REMIC III in
respect of their REMIC III Certificates, and all ownership interests of the
respective Classes of REMIC III Certificateholders in and to such distributions,
shall be as set forth in this Agreement.

                                  ARTICLE III

                        ADMINISTRATION AND THE SERVICING
                                OF THE TRUST FUND

                  SECTION 3.01  Servicing and Administration of the Mortgage
                                Loans and Companion Loans.

                  (a) Each of the Master Servicer and the Special Servicer shall
service and administer the Mortgage Loans and Companion Loans 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 (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 or Companion Loans as the case may be (and in the case
of the Loan Groups, the related Intercreditor Agreement) and, to the extent
consistent with the foregoing, further as follows: (i) 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; (ii) with a
view to the timely collection of all scheduled payments of principal and
interest under the Mortgage Loans and Companion Loans or, if a Mortgage Loan or
Companion Loan 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 or Companion Loan to the Certificateholders (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 Net Mortgage Rate); and (iii) without regard to (A) any
relationship that the Master Servicer or the Special Servicer, as the case may
be, or any Affiliate thereof may have with the related Mortgagor, (B) the
ownership of any Certificate by the Master Servicer or the Special Servicer, as
the case may be, or by any Affiliate thereof, (C) the Master Servicer's
obligation to make Advances, (D) the Special Servicer's obligation to make (or
to direct the Master Servicer to make) Servicing Advances, (E) the right of the
Master



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Servicer (or any Affiliate thereof) or the Special Servicer (or any Affiliate
thereof), as the case may be, to receive reimbursement of costs, or the
sufficiency of any compensation payable to it, hereunder or with respect to any
particular transaction and (F) the obligation of GMACCM, as a Mortgage Loan
Seller, to repurchase Mortgage Loans and Companion Loans pursuant to Section
6(b) of the Mortgage Loan Purchase Agreement or Section 4(b) of either
Supplemental Agreement (the conditions set forth in the immediately foregoing
clauses (i), (ii) and (iii), the "Servicing Standard"). Each of the Master
Servicer and Special Servicer shall also service and administer each of the
Companion Loans in accordance with its related Intercreditor Agreement. Without
limiting the generality of the foregoing, each of the Master Servicer and the
Special Servicer, in its own name, in connection with its servicing and
administrative duties hereunder is hereby authorized and empowered by the
Trustee to exercise efforts consistent with the foregoing standard and to
execute and deliver, on behalf of the Certificateholders and the Trustee or any
of them, any and all financing statements, continuation statements and other
documents or instruments necessary to maintain the lien created by any Mortgage
or other security document in the related Mortgage File on the related Mortgaged
Property and related collateral; subject to Section 3.20, any and all
modifications, waivers, amendments or consents to or with respect to any
documents contained in the related Mortgage File; and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans, Companion Loans and
the Mortgaged Properties. Each of the Master Servicer and the Special Servicer
is also authorized to approve a request by a Mortgagor under a Mortgage Loan or
Companion Loan that it is obligated to service and administer pursuant to this
Agreement, for an easement, consent to alteration or demolition, and for other
similar matters, provided that the Master Servicer or the Special Servicer, as
the case may be, determines, exercising its good faith business judgment and in
accordance with the Servicing Standard, that such approval will not affect the
security for, or the timely and full collectability of, the related Mortgage
Loan or Companion Loan. Subject to Section 3.10, the Trustee shall furnish, or
cause to be furnished, to the Master Servicer and the Special Servicer any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer or the Special Servicer, as the case may be, to carry out its
servicing and administrative duties hereunder; provided, however, that the
Trustee shall not be held liable, and shall be indemnified by the Master
Servicer or the Special Servicer, as applicable, for any negligence with respect
to, or misuse of, any such power of attorney by the Master Servicer or the
Special Servicer, as the case may be; and further provided that neither the
Master Servicer nor the Special Servicer, without the Trustee's written consent,
shall initiate any action in the Trustee's name without indicating its
representative capacity or cause the Trustee to be registered to do business in
any state.

                  (b) Subject to Section 3.01(a), the Master Servicer and the
Special Servicer each shall have full power and authority, acting alone or,
subject to Section 3.22, through Sub-Servicers, to do or cause to be done any
and all things in connection with such servicing and administration which it may
deem necessary or desirable.

                  (c) The relationship of the Master Servicer and the Special
Servicer to the Trustee and, unless the same Person acts in both capacities, to
each other under this Agreement is intended by the parties to be that of an
independent contractor and not that of a joint venturer, partner or agent.
Unless the same Person acts in both capacities, the Master Servicer shall have
no responsibility for the performance by the Special Servicer of its duties
under this Agreement,



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<PAGE>

and the Special Servicer shall have no responsibility for the performance of the
Master Servicer under this Agreement.

                  (d) Subject to Section 3.01(a), each of the Master Servicer
and Special Servicer shall service and administer each Mortgage Loan or Loan
Group that is a Cross-Collateralized Mortgage Loan as a single Mortgage Loan as
and when it deems such treatment necessary and appropriate.

                  (e) The parties hereto acknowledge that each Loan Group is
subject to the terms and conditions of the related Intercreditor Agreement. With
respect to each Loan Group, the parties hereto recognize the respective rights
and obligations of the noteholders under the related Intercreditor Agreement,
including with respect to the allocation of collections on or in respect of such
Loan Group in accordance with Sections 3 or 4 of such Intercreditor Agreement
and the making of payments to the noteholders in accordance with Section 7 of
such Intercreditor Agreement. The Master Servicer assumes the obligations of
servicer under each Intercreditor Agreement and, if such Loan Group is then
being specially serviced, the Special Servicer assumes the obligations of
servicer under each Intercreditor Agreement. In the event of any inconsistency
between the provisions of an Intercreditor Agreement and the provisions of this
Agreement relating to the rights and obligations of the Trustee, as holder of
the related Mortgage Loan and Companion Loan, this Agreement shall control with
respect to such Loan Group.

                  SECTION 3.02  Collection of Mortgage Loan and Companion Loan
                                Payments.

                  The Master Servicer (or the Special Servicer with respect to
the Specially Serviced Mortgage Loans) shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans and
Companion Loans (as the case may be), and shall, to the extent such procedures
shall be consistent with this Agreement and the terms and conditions of the
Mortgage Loans and Companion Loans, follow such collection procedures as are
consistent with the Servicing Standard; provided, however, that nothing herein
contained shall be construed as an express or implied guarantee by the Master
Servicer or the Special Servicer of the collectability of the Mortgage Loans and
Companion Loans. Consistent with the foregoing, the Master Servicer may in its
discretion waive any Penalty Charge in connection with any delinquent payment on
a Mortgage Loan or Companion Loan (other than a Specially Serviced Mortgage
Loan) and the Special Servicer may in its discretion waive any Penalty Charge in
connection with any delinquent payment on a Specially Serviced Mortgage Loan.

                  SECTION 3.03  Collection of Taxes, Assessments and Similar
                                Items; Servicing Accounts and Reserve Accounts.

                  (a) Each of the Master Servicer (or the Special Servicer with
respect to the Specially Serviced Mortgage Loans) shall establish and maintain
one or more accounts (the "Servicing Accounts"), into which all Escrow Payments
shall be deposited and retained. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so collected in respect of any Mortgage Loan or Companion
Loan (and interest earned thereon) from a Servicing Account may be made only to:
(i) effect payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and comparable items in respect of the related Mortgaged
Property; (ii) reimburse the Fiscal Agent, the Trustee, the Master Servicer and
the Special



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Servicer, in that order, as applicable, for any unreimbursed Servicing Advances
made thereby to cover any of the items described in the immediately preceding
clause (i); (iii) refund to the related Mortgagor any sums as may be determined
to be overages; (iv) pay interest, if required and as described below, to the
related Mortgagor on balances in the Servicing Account (or, if and to the extent
not payable to the related Mortgagor, to pay such interest to the Master
Servicer or Special Servicer, as applicable); (v) disburse Insurance Proceeds if
required to be applied to the repair or restoration of the related Mortgaged
Property; or (vi) clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01. As part of its servicing
duties, the Master Servicer and the Special Servicer shall pay or cause to be
paid to the Mortgagors interest on funds in Servicing Accounts maintained
thereby, to the extent required by law or the terms of the related Mortgage Loan
or Companion Loan. The Servicing Accounts shall not be considered part of the
segregated pool of assets constituting REMIC I, REMIC II, REMIC III or the
Grantor Trust.

                  (b) Each of the Master Servicer (with respect to Mortgage
Loans and Companion Loans other than Specially Serviced Mortgage Loans) and the
Special Servicer (with respect to the Specially Serviced Mortgage Loans) shall
(i) maintain accurate records with respect to each related Mortgaged Property
reflecting the status of real estate taxes, assessments and other similar items
that are or may become a lien thereon and the status of insurance premiums and
any ground rents payable in respect thereof, and (ii) use reasonable efforts to
obtain, from time to time, all bills for the payment of such items (including
renewal premiums) for Mortgage Loans and Companion Loans which require the
related Mortgagor to escrow for the payment of such items and shall effect
payment thereof prior to the applicable penalty or termination date, employing
for such purpose Escrow Payments as allowed under the terms of the related
Mortgage Loan or Companion Loan. To the extent that a Mortgage Loan or Companion
Loan does not require a Mortgagor to escrow for the payment of real estate
taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, the Master Servicer (or the Special Servicer with respect to the
Specially Serviced Mortgaged Loans) shall use reasonable efforts consistent with
the Servicing Standard to cause the related Mortgagor to comply with the
requirements of the related Mortgage for payments in respect of such items at
the time they first become due.

                  (c) In accordance with the Servicing Standard, the Master
Servicer (at the direction of the Special Servicer in the case of Specially
Serviced Mortgage Loans) shall advance with respect to each related Mortgaged
Property all such funds as are necessary for the purpose of effecting the
payment of (i) real estate taxes, assessments and other similar items that are
or may become a lien thereon, (ii) ground rents (if applicable), and (iii)
premiums on Insurance Policies, in each instance if and to the extent Escrow
Payments collected from the related Mortgagor are insufficient to pay such item
when due and the related Mortgagor has failed to pay such item on a timely
basis, and provided that the particular advance would not, if made, constitute a
Nonrecoverable Servicing Advance. All such Servicing Advances shall be
reimbursable in the first instance from related collections from the Mortgagors,
and further as provided in Section 3.05. No costs incurred by the Master
Servicer or the Special Servicer in effecting the payment of real estate taxes,
assessments, ground rents (if applicable) and other similar items on or in
respect of the Mortgaged Properties shall, for purposes hereof, including,
without limitation, calculating monthly distributions to Certificateholders, be
added to the unpaid



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<PAGE>

principal balances of the related Mortgage Loans or Companion Loans,
notwithstanding that the terms of such Mortgage Loans or Companion Loans so
permit.

                  (d) The Master Servicer (or the Special Servicer with respect
to Specially Serviced Mortgage Loans) shall, establish and maintain, as
applicable, one or more accounts (the "Reserve Accounts"), into which all
Reserve Funds, if any, shall be deposited and retained. Withdrawals of amounts
so deposited may be made to pay for, or to reimburse the related Mortgagor in
connection with, the related repairs, environmental remediation, replacements
and/or capital improvements at the related Mortgaged Property if such repairs,
environmental remediation, replacements and/or capital improvements have been
completed, and such withdrawals are made, in accordance with the Servicing
Standard and the terms of the related Mortgage Note, Mortgage and any agreement
with the related Mortgagor governing such Reserve Funds. Subject to the terms of
the related Mortgage Note and Mortgage, all Reserve Accounts shall be Eligible
Accounts. As part of its servicing duties, the Master Servicer and the Special
Servicer shall pay or cause to be paid to the Mortgagors interest on funds in
the Reserve Accounts maintained thereby, to the extent required by applicable
law or the terms of the related Mortgage Loan or Companion Loan. The Reserve
Accounts shall not be considered part of the segregated pool of assets
comprising REMIC I, REMIC II, REMIC III or the Grantor Trust.

                  SECTION 3.04  Collection Account, Distribution Accounts,
                                Excess Liquidation Proceeds Reserve Account and
                                Interest Reserve Account.

                  (a) The Master Servicer shall establish and maintain a
Collection Account that shall be held in the name of the Master Servicer on
behalf of the Certificateholders and shall consist of a Mortgage Loan Subaccount
and, with respect to each Companion Loan, a Companion Subaccount. In lieu of
establishing a separate Companion Subaccount with respect to each Companion
Loan, the Master Servicer may establish one Companion Subaccount for deposit of
amounts allocable to Class S Certificateholders provided that the Master
Servicer maintains adequate books and records to account for the separate
entitlements of each Companion Loan. The Master Servicer shall deposit or cause
to be deposited into the Collection Account on a daily basis, except as
otherwise specifically provided herein, the following payments and collections
received or made by or on behalf of it subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans and Companion
Loans due and payable on or before the Cut-off Date), and payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

                          (i) all payments on account of principal, including
             Principal Prepayments, on the Mortgage Loans and Companion Loans;

                          (ii) all payments on account of interest (including,
             without limitation, Default Interest and Excess Interest) on the
             Mortgage Loans and Companion Loans, late payment charges and
             Prepayment Premiums;

                          (iii) any amounts received from the Special Servicer
             which are required to be transferred from the REO Account pursuant
             to Section 3.16(c) and amounts of interest and investment income
             earned in respect of amounts relating to the Trust Fund held in any
             Lock-Box Account or Cash Collateral Account, if any, and only to
             the extent



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<PAGE>

             not required to be paid to the applicable Mortgagor under the terms
             of the related Mortgage Loan and Companion Loan documents or
             applicable law;

                          (iv) all Insurance Proceeds and Liquidation Proceeds
             received in respect of any Mortgage Loan, Companion Loan or REO
             Property (other than Excess Liquidation Proceeds and Liquidation
             Proceeds that are received in connection with the Master Servicer's
             or the Depositor's purchase of all the Mortgage Loans, any
             Companion Loans and any REO Properties in the Trust Fund and that
             are to be deposited in the applicable Distribution Account pursuant
             to Section 9.01) and any Borrower Recoveries;

                          (v) any amounts required to be deposited by the Master
             Servicer pursuant to Section 3.06 in connection with losses
             incurred with respect to Permitted Investments of funds relating to
             the Trust Fund held in the Collection Account;

                          (vi) that portion of each Delinquency Advance that
             represents (without duplication) the Servicing Fee; and

                          (vii) any amounts required to be deposited by the
             Master Servicer or the Special Servicer pursuant to Section 3.07(b)
             in connection with losses resulting from a deductible clause in a
             blanket hazard policy.

                  The foregoing requirements for deposit in the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, actual payments from Mortgagors in the
nature of Escrow Payments, Reserve Funds, charges for beneficiary statements or
demands, assumption fees, amounts collected for mortgagor checks returned for
insufficient funds, ancillary fees and any other amounts that the Master
Servicer and the Special Servicer are entitled to as additional servicing
compensation pursuant to Section 3.11 need not be deposited by the Master
Servicer in the Collection Account. If the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding. The Master Servicer shall promptly deliver to
the Special Servicer as additional servicing compensation in accordance with
Section 3.11(d), assumption fees, modification fees, ancillary fees and other
transaction fees due to and received by the Master Servicer with respect to
Specially Serviced Mortgage Loans. The Collection Account shall be maintained as
a segregated account, separate and apart from trust funds created for mortgage
pass-through certificates of other series serviced and the other accounts of the
Master Servicer.

                  Upon receipt of any of the amounts described in clauses (i),
(ii) and (iv) above with respect to any Mortgage Loan or Companion Loan which is
not an REO Loan, the Special Servicer shall promptly, but in no event later than
two Business Days after receipt, remit such amounts to the Master Servicer for
deposit into the Collection Account in accordance with the second preceding
paragraph, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item should not be deposited because of a
restrictive endorsement or other appropriate reason. Any such amounts received
by the Special Servicer with respect to an REO Property shall be deposited by
the Special Servicer into the REO Account and remitted to the Master Servicer
for deposit into the Collection Account pursuant to Section 3.16(c). With
respect to any such amounts paid by check to the order of the Special



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<PAGE>

Servicer, the Special Servicer shall endorse such check to the order of the
Master Servicer and shall deliver promptly, but in no event later than two
Business Days after receipt, any such check to the Master Servicer by overnight
courier, unless the Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement or other appropriate reason.

                  Funds in the Collection Account may be invested only in
Permitted Investments in accordance with the provisions of Section 3.06. The
Master Servicer shall give notice to the Trustee, the Special Servicer and the
Depositor of the location of the Collection Account as of the Closing Date and
of the new location of the Collection Account promptly after any change thereto.

                  (b) On each Master Servicer Remittance Date, the Master
Servicer shall, with respect to each Mortgage Loan and Companion Loan and prior
to making the allocations between the Mortgage Loan Subaccount and the related
Companion Subaccount, if any, pursuant to Section 3.04(c):

                          (i) withdraw from the Collection Account any sums
             deposited therein in error and pay such sums to the Persons
             entitled thereto;

                          (ii) pay itself, as additional servicing compensation
             in accordance with Section 3.11(b), (A) interest and investment
             income earned in respect of amounts relating to the Trust Fund held
             in the Collection Account, any Lock-Box Account and Cash Collateral
             Account as provided in Section 3.06(b) (but only to the extent of
             the Net Investment Earnings with respect to the Collection Account,
             any Lock-Box Account and Cash collateral Account for any collection
             Period) and (B) Prepayment Interest Excesses and Balloon Payment
             Interest Excess received on the Mortgage Loan and, if such Mortgage
             Loan is a Companion Loan, allocable to the holder of such Companion
             Loan in accordance with Section 3 or 4 of the Intercreditor
             Agreement; to reimburse itself or the Trustee, as the case may be,
             for any unreimbursed expenses reasonably incurred by such Person in
             respect of any Breach or Defect with respect to such Mortgage Loan
             or Loan Group giving rise to a repurchase obligation on the part of
             a Mortgage Loan Seller pursuant to Section 6 of the related
             Mortgage Loan Purchase Agreement or by GMACCM pursuant to Section 4
             of either Supplemental Agreement, including, without limitation,
             any expenses arising out of the enforcement of the repurchase
             obligation, together with interest thereon at the Reimbursement
             Rate, each such Person's right to reimbursement pursuant to this
             clause (ii) with respect to such Mortgage Loan or Loan Group being
             limited to that portion of the Purchase Price paid for such
             Mortgage Loan or Loan Group that represents such expense in
             accordance with clause (d) of the definition of Purchase Price; and

                          (iii) to pay itself, the Special Servicer, GMACCM, the
             Majority Certificateholder of the Controlling Class or the related
             Class S Certificateholder, as the case may be, with respect to each
             Mortgage Loan or Loan Group, if any, previously purchased by such
             Person pursuant to or as contemplated by this Agreement, all
             amounts received on such Mortgage Loan or Loan Group subsequent to
             the date of purchase.



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<PAGE>

                  (c) (i) On each Master Servicer Remittance Date and with
respect to each Mortgage Loan, the Master Servicer shall allocate to the
Mortgage Loan Subaccount the following amounts from funds on deposit in the
Collection Account with respect to such Mortgage Loan or Loan Group:

                           (A) except for amounts allocated as provided in
                  clause (B) immediately below, all payments received on account
                  of principal and interest on each Mortgage Loan or Loan Group,
                  but, in the case of a Loan Group, only to the extent allocable
                  to the Mortgage Loan therein pursuant to the terms of Section
                  3 or 4 of the Intercreditor Agreement, whether received in the
                  form of Monthly Payments, Balloon Payments, Principal
                  Prepayments, Liquidation Proceeds or Insurance Proceeds;

                           (B) the Purchase Price received in connection with
                  any purchase of a Mortgage Loan (but not any related Companion
                  Loan) by a Mortgage Loan Seller pursuant to Section 6 of the
                  related Mortgage Loan Purchase Agreement or by GMACCM pursuant
                  to Section 4 of either Supplemental Agreement or any purchase
                  of a Mortgage Loan (but not the related Companion Loan)
                  pursuant to Section 3.18 or 9.01; and

                           (C) any Borrower Recoveries in respect of such
                  Mortgage Loan not allocable to any Class S Certificateholder
                  in accordance with clause (c)(ii)(B) immediately below.

                           (ii) On each Master Servicer Remittance Date and with
             respect to each Companion Loan, the Master Servicer shall allocate
             to the applicable Companion Subaccount from funds on deposit in the
             Collection Account (other than funds allocable to the Mortgage Loan
             Subaccount pursuant to clause (c) (i) (B) immediately above) with
             respect to such Companion Loan:

                           (A) except for amounts allocated as provided in
                  clause (B) below all payments received on account of principal
                  and interest on such Companion Loan but only to the extent
                  allocable pursuant to the terms of Section 3 or 4 of the
                  Intercreditor Agreement, whether received in the form of
                  Monthly Payments, Balloon Payments, Principal Prepayments,
                  Liquidation Proceeds or Insurance Proceeds; and (B) to the
                  extent of any Borrower Recoveries in respect of such Companion
                  Loan, if either (x) such Companion Loan is not a Specially
                  Serviced Mortgage Loan and no monetary event of default has
                  occurred and is continuing under the related Loan Group
                  mortgage loan documents or (y) all principal, interest and all
                  other amounts due to the Trust Fund in respect of such
                  Companion Loan have been paid in full, the Class S
                  Certificateholder's ratable share of (I) any Servicing Advance
                  for which the Master Servicer or Special Servicer has been
                  previously reimbursed pursuant to Section 3.05(a)(ii)(F) and
                  (II) any other item of expense previously paid pursuant to
                  clauses (G) through (L) of Section 3.05(a)(ii); and



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                            (iii) In making the foregoing deposits into the
                  Collection Account and the allocations of amounts received
                  with respect to any Companion Loan between the Mortgage Loan
                  Subaccount and the Companion Subaccount, if the Special
                  Servicer, in connection with a Workout of such Loan Group,
                  has modified the terms thereof such that (i) the related
                  Mortgage Note Principal Balance is decreased, (ii) the
                  Mortgage Rate or scheduled amortization payments on the
                  related Mortgage Note are reduced, (iii) payments of interest
                  or principal on such Mortgage Note are waived, reduced or
                  deferred or (iv) any other adjustment is made to the economic
                  terms of such Mortgage Loan or Companion Loan, all deposits
                  to the Collection Account and allocations between the Mortgage
                  Loan Subaccount and Companion Subaccount pursuant to this
                  Section 3.04 shall be made as though such Workout did not
                  occur, with the payment terms of the related Mortgage Loan or
                  Companion Loan remaining the same as they are on the date
                  hereof, and the related Companion Loan (and, as a result, the
                  related Companion Subaccount) shall bear all waivers,
                  reductions or deferrals of amounts due on such Loan Group and
                  the related Mortgage Notes attributable to such Workout (up
                  to the amount of the amounts distributable to the related
                  Class S Certificateholder from amounts on deposit in the
                  Companion Subaccount).

                  (d) (i) The Trustee shall establish and maintain a Companion
Loan Distribution Account for the benefit of each respective class of Class S
Certificateholder. Any Companion Loan Distribution Account shall be maintained
as a segregated account or subaccount, separate and apart from other accounts
administered by the Trustee. The Trustee may establish a single Companion Loan
Distribution Account for deposit of amounts distributable to Class S
Certificateholders; provided that it shall maintain adequate books and records
with respect to all amounts on deposit from time to time in the Companion Loan
Distribution Account identifying the Companion Loan to which all such deposits
relate. The Trustee shall have the exclusive right to withdraw funds from the
Companion Loan Distribution Account.

                  The Master Servicer shall deliver to the Trustee each month on
or before the Master Servicer Remittance Date therein, for deposit in the
applicable Companion Loan Distribution Account, that portion of the Available
Class S Distribution Amount for the related Companion Loan (calculated without
regard to clauses (b)(iii) or (b)(iv) of the definition thereof) for the related
Distribution Date then on deposit in the related Companion Subaccount together
with any Trustee Fees payable with respect to such Companion Loan to the extent
withdrawn by the Master Servicer as part of the Companion Servicing Fees under
Section 3.05(a).

                  In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Companion Loan Distribution
Account

                           (A) any Delinquency Advances required to be made by
                  the Master Servicer on any MacArthur Center Companion Loan in
                  accordance with Section 4.03 (in each case, net of the portion
                  thereof that represents any Companion Servicing Fees, which is
                  to be deposited in the Collection Account);

                           (B) any Compensating Interest Payments on any
                  Companion Loans required to be made by the Master Servicer
                  pursuant to Section 3.19;



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<PAGE>

                           (C) any Trustee Fees due on any Companion Loans to
                  the extent withdrawn by the Master Servicer as part of the
                  Companion Servicing Fee under Section 3.05(a);

                           (D) any other amounts required to be so delivered for
                  deposit in the Companion Loan Distribution Account pursuant to
                  any provision of this Agreement; and

                           (E) any Liquidation Proceeds paid by the Master
                  Servicer or the Depositor in connection with the purchase of
                  any Companion Loan and the interest in any REO Properties
                  attributable to such Companion Loan in the Trust Fund pursuant
                  to Section 9.01 (exclusive of that portion thereof required to
                  be deposited in the Collection Account pursuant to Section
                  9.01).

                           (ii) The Trustee shall establish and maintain the
             Certificate Distribution Account in trust for the benefit of the
             Certificateholders (other than the Class S Certificateholders). The
             Certificate Distribution Account shall be maintained as a
             segregated account, separate and apart from trust funds for
             mortgage pass-through certificates of other series administered by
             the Trustee and other accounts of the Trustee.

                  The Master Servicer shall deliver to the Trustee each month on
or before the Master Servicer Remittance Date therein, for deposit in the
Certificate Distribution Account, that portion of the Available Certificate
Distribution Amount (calculated without regard to clauses (a)(v), b(iii) or
(b)(iv) of the definition thereof) for the related Distribution Date then on
deposit in the Mortgage Loan Subaccount.

                  In addition, the Master Servicer shall, as and when required
hereunder, deliver to the Trustee for deposit in the Certificate Distribution
Account

                           (A) any Delinquency Advances required to be made by
                  the Master Servicer in accordance with Section 4.03 (in each
                  case, net of the portion thereof that represents Servicing
                  Fees, which is to be deposited in the Collection Account);

                           (B) any Compensating Interest Payments required to be
                  made by the Master Servicer pursuant to Section 3.19;

                           (C) any Trustee Fees to the extent withdrawn by the
                  Master Servicer as part of the Servicing Fees under Section
                  3.05(a);

                           (D) any other amounts required to be so delivered for
                  deposit in the Certificate Distribution Account pursuant to
                  any provision of this Agreement; and

                           (E) any Liquidation Proceeds paid by the Master
                  Servicer or the Depositor in connection with the purchase of
                  all of the Mortgage Loans and the interest in any REO
                  Properties not attributable to a Companion Loan in the Trust
                  Fund pursuant to Section 9.01 (exclusive of that portion
                  thereof required to be deposited in the Collection Account
                  pursuant to Section 9.01).



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<PAGE>

                  The Trustee shall, upon receipt, deposit in the Certificate
Distribution Account any and all amounts received by the Trustee that are
required by the terms of this Agreement to be deposited therein. If, as of 3:00
p.m., New York City time, on any Master Servicer Remittance Date the Master
Servicer shall not have delivered to the Trustee for deposit in the Certificate
Distribution Account or Companion Loan Distribution Account, as applicable, the
relevant portion of the Available Certificate Distribution Amount or Class S
Distribution Amount, as applicable, or any of the amounts required to be
deposited, then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy no.
(215) 328-3478 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (215) 328-1258 (or
such alternative number provided by the Master Servicer to the Trustee in
writing) as soon as possible, but in any event before 5:00 p.m., New York City
time, on such day. To the extent the Master Servicer has not delivered to the
Trustee for deposit in the Certificate Distribution Account or Companion Loan
Distribution Account, as applicable, such amounts as are required to be
delivered on the Master Servicer Remittance Date, the Master Servicer shall pay
interest thereon to the Trustee at an interest rate equal to the Reimbursement
Rate then in effect for the period from and including the Master Servicer
Remittance Date to and excluding the date such amounts are deposited.

                  Funds in the Certificate Distribution Account may be invested
by the Trustee only in Permitted Investments and the Trustee shall be required
to deposit an amount equal to the Net Investment Loss, if any, in such account,
all as provided in accordance with the provisions of Section 3.06. The Trustee
shall give notice to the Master Servicer, the Special Servicer and the Depositor
of the location of the Certificate Distribution Account as of the Closing Date
and of the new location of the Certificate Distribution Account prior to any
change thereof.

                  (e) The Trustee shall establish (upon an event occurring that
generates Excess Liquidation Proceeds) and maintain the Excess Liquidation
Proceeds Reserve Account in trust for the benefit of the Certificateholders. The
Excess Liquidation Proceeds Reserve Account shall be maintained as a segregated
account, separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Trustee and other accounts of
the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in Permitted Investments in accordance with the
provisions of Section 3.06 and the Trustee shall be required to deposit an
amount equal to the Net Investment Loss, if any, in such account, all as
provided in accordance with the provisions of Section 3.06.

                  Upon the disposition of any REO Property in accordance with
Section 3.18(d), the Special Servicer will calculate the Excess Liquidation
Proceeds, if any, realized in connection with such sale and deposit such amount
in the Excess Liquidation Proceeds Reserve Account.

                  (f) The Trustee shall establish and maintain the Interest
Reserve Account in trust for the benefit of the Certificateholders (other than
the Class S Certificateholders). The Interest Reserve Account shall be
maintained as a segregated account, separate and apart from trust funds for
mortgage pass-through certificates of other series administered by the Trustee
and other accounts of the Trustee. Funds in the Interest Reserve Account may be
invested in Permitted Investments in accordance with the provisions of Section
3.06 and the Trustee shall be



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required to deposit an amount equal to the Net Investment Loss, if any, in such
account, all as provided in accordance with the provisions of Section 3.06.

                  On each Master Servicer Remittance Date occurring in (i)
January of each calendar year that is not a leap year and (ii) February of each
calendar year, the Trustee shall calculate the Withheld Amount with respect to
each Interest Reserve Loan (exclusive of any Companion Loan). On each such
Master Servicer Remittance Date, the Trustee shall withdraw from the applicable
Distribution Account and deposit in the Interest Reserve Account an amount equal
to the aggregate of the Withheld Amounts calculated in accordance with the
previous sentence. If the Trustee shall deposit in the Interest Reserve Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Interest Reserve Account, any provision herein to the
contrary notwithstanding. On or prior to the Master Servicer Remittance Date in
March of each calendar year, the Trustee shall transfer to the Distribution
Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve
Account.

                  SECTION 3.05  Permitted Withdrawals from the Collection
                                Account, the Distribution Accounts, the Interest
                                Reserve Account and the Excess Liquidation
                                Proceeds Reserve Account.

                  (a) (i) The Master Servicer may with respect to each Loan
Group, from time to time, make withdrawals from the related Companion
Subaccount, if any, for any of the following purposes:

                           (A) to remit to the Trustee for deposit in the
                  applicable Companion Loan Distribution Account the portion of
                  the Available Class S Distribution Amount required to be
                  remitted pursuant to the second paragraph of Section
                  3.04(d)(i);

                           (B) to pay itself unpaid Companion Servicing Fees
                  earned thereby in respect of such Loan Group or REO Loan;

                           (C) to pay to the Special Servicer, out of general
                  collections on such Loan Group or the related REO Property,
                  earned and unpaid Special Servicing Fees in respect of such
                  Loan Group if it is a Specially Serviced Mortgage Loan or REO
                  Loan;

                           (D) to pay to the Special Servicer earned and unpaid
                  Workout Fees and Liquidation Fees to which it is entitled with
                  respect to such Loan Group pursuant to, and from the sources
                  contemplated by, Section 3.11(c);

                           (E) in the case of withdrawals from any Companion
                  Subaccount established for any MacArthur Companion Loan to
                  reimburse the Fiscal Agent, the Trustee and itself, in that
                  order, as applicable, for unreimbursed Delinquency Advances
                  made with respect to MacArthur Loan Group made thereby; the
                  Master Servicer's, the Trustee's or the Fiscal Agent's
                  respective rights to be reimbursed pursuant to this clause (E)
                  being limited to amounts received that represent Late
                  Collections of interest on and principal of such Loan Group or
                  REO Loan with



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                  respect to which such Delinquency Advances were made (in each
                  case, net of related Workout Fees);

                           (F) to reimburse the Fiscal Agent, the Trustee,
                  itself and the Special Servicer, in that order, as applicable,
                  for the related Class S Certificateholder's ratable portion
                  (based upon the then outstanding Stated Principal Balance of
                  the related Companion Loan and outstanding Stated Principal
                  Balance of the related Mortgage Loan and any Companion Loans)
                  of any unreimbursed Servicing Advances that are not
                  Nonrecoverable Advances made thereby with respect to such Loan
                  Group, the Master Servicer's, the Special Servicer's, the
                  Trustee's or the Fiscal Agent's respective rights to be
                  reimbursed pursuant to this clause (F) with respect to such
                  Loan Group or REO Property being limited to, as applicable,
                  related payments, Liquidation Proceeds, Insurance Proceeds and
                  REO Revenues allocated to the Companion Subaccount in
                  accordance with Section 3.04 (c)(ii);

                           (G) to reimburse the Fiscal Agent, the Trustee,
                  itself and the Special Servicer, in that order, as applicable,
                  out of general collections on such MacArthur Center Companion
                  Loan or collections from the REO Property allocable to such
                  MacArthur Center Companion Loan, for Nonrecoverable Advances
                  made thereby with respect to such MacArthur Center Companion
                  Loan;

                           (H) to pay the Fiscal Agent, the Trustee, itself or
                  the Special Servicer, in that order as the case may be, any
                  related Advance Interest accrued and payable on any
                  unreimbursed Advance made with respect to such Mortgage Loan
                  or Loan Group in accordance with Section 3.11(f) and 4.03(d),
                  first out of Penalty Charges received on such Loan Group or
                  REO Loan as to which such Advance was made and then, at or
                  following such time as it reimburses the Fiscal Agent, the
                  Trustee, itself and the Special Servicer, in that order, as
                  applicable, for such Advance pursuant to clause (F) or (G)
                  above or Section 3.03, out of general collections on such Loan
                  Group or REO Property;

                           (I) in accordance with Section 2.03(d), to reimburse
                  the Trustee, out of general collections on such Loan Group or
                  REO Property for any unreimbursed expense reasonably incurred
                  by the Trustee in connection with the enforcement of GMACCM's
                  obligations with respect to such Loan Group under Section 4 of
                  either Supplemental Agreement, together with interest thereon
                  at the Reimbursement Rate, but only to the extent that such
                  expenses have not previously been reimbursed pursuant to
                  Section 3.04(b)(ii) above or otherwise;

                           (J) to pay out of general collections on such Loan
                  Group or REO Property, for costs and expenses incurred by the
                  Trust Fund pursuant to Section 3.09(c) with respect to such
                  Loan Group and to pay Liquidation Expenses out of related
                  Liquidation Proceeds on such Mortgage Loan or Loan Group
                  pursuant to Section 3.09;

                           (K) to pay itself, the Special Servicer, the
                  Depositor or any of their respective directors, officers,
                  employees and agents, as the case may be, any



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                  indemnity payments or other payments required to be made under
                  Section 6.03 (any such indemnity payment that does not relate
                  to a specific Mortgage Loan or Companion Loan being payable
                  pro rata (on the basis of the amounts on deposit in the
                  applicable Companion Subaccount and amounts on deposit in the
                  other Companion Subaccounts and the Mortgage Loan Subaccount)
                  from the applicable Companion Subaccount, the other Companion
                  Subaccounts and Mortgage Loan Subaccount and any such
                  indemnity payment that relates to a specific Loan Group or
                  Companion Loan being payable solely from the related Companion
                  Subaccount);

                           (L) to pay, out of general collections on such Loan
                  Group or REO Property, for (A) the related Companion Loan's
                  ratable portion (based on the outstanding Stated Principal
                  Balance of the related Companion Loan) of the cost of any
                  Opinion of Counsel contemplated by Section 11.01(a) in
                  connection with an amendment to this Agreement which amendment
                  is in furtherance of the rights and interests of the related
                  Class S Certificateholder (B) such Companion Loan's ratable
                  portion (based on the then outstanding Stated Principal
                  Balance of the related Companion Loan) of the cost of
                  recording this Agreement in accordance with Section 11.04(a),
                  and (C) the cost of a new Appraisal with respect to such
                  Mortgage Loan or Loan Group obtained pursuant to Section
                  3.11(g) or Section 4.03(c) which remains unreimbursed or
                  unpaid;

                           (M) to withdraw funds deposited into the related
                  Companion Subaccount in error;

                           (N) [Reserved]; and

                           (O) to clear and terminate the related Companion
                  Subaccount at the termination of this Agreement pursuant to
                  Section 9.01;

                  provided that, to give effect to the relative subordination of
                  each of the Class S-MAC-4, Class S-MAC-3, Class MAC-2 and
                  Class S-MAC-1 Certificates to each such class with a lesser
                  numerical designation, in the case of any such withdrawals
                  pursuant to clauses (C), (D), (E), (G), (H) (but only in
                  respect of Advance Interest on Nonrecoverable Advances), (I),
                  (J), (K) (but only in the case of an indemnity payment that
                  relates to the MacArthur Loan Group) and (L) (but only with
                  respect to payments for Appraisals made with respect to the
                  MacArthur Loan Group under clause (C)), the entire amount of
                  such withdrawal shall be made first from the Companion
                  Subaccount established for the Class S-MAC-4 Certificates,
                  second, from the Companion Subaccount for the Class S-MAC-3
                  Certificates, third, from the Companion Loan established for
                  the Class S-MAC-2 Certificates, and fourth, from the Companion
                  Subaccount maintained for the Class S-MAC-1 Certificates, in
                  each case, to the extent of amounts on deposit or allocable to
                  such Companion Subaccount.



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<PAGE>

                           (ii) The Master Servicer may with respect to each
             Mortgage Loan or Loan Group, from time to time, make withdrawals
             from the Mortgage Loan Subaccount for any of the following
             purposes:

                           (A) to remit to the Trustee for deposit in the
                  Certificate Distribution Account the portion of the Available
                  Certificate Distribution Amount required to be remitted
                  pursuant to the second paragraph of Section 3.04(d)(ii) or
                  that may be applied to make Delinquency Advances pursuant to
                  Section 4.03(a);

                           (B) to pay itself (x) unpaid Servicing Fees earned in
                  respect of such Mortgage Loan or Loan Group or REO Loan from
                  payments of interest on such Mortgage Loan or Loan Group, REO
                  Revenues allocable as interest on the related REO Loan and the
                  interest portion of Delinquency Advances on such Mortgage Loan
                  or Loan Group or REO Loan and (y) any Penalty Charges
                  collected with respect to such Mortgage Loan or Loan Group
                  that are not payable to the Special Servicer in accordance
                  with clauses (D) below that are remaining after application of
                  Penalty Charges to Advance Interest in accordance with clause
                  (H) below;

                           (C) to pay to (I) itself any portion of the Companion
                  Servicing Fee with respect to such Loan Group, that remains
                  unpaid after application of funds in the applicable Companion
                  Subaccount to the payment thereof from payments of interest on
                  such Loan Group, REO Revenues allocable as interest on the
                  related REO Loan and the interest portion of Delinquency
                  Advances on such Mortgage Loan or REO Loan and (II) the
                  Special Servicer any portion of the Special Servicing Fees (x)
                  for such Loan Group that remains unpaid after application of
                  funds in any related Companion Subaccount in accordance with
                  Section 3.05(a)(i) from the sources contemplated by Section
                  3.11(c) and (y) for such Mortgage Loan or Loan Group that are
                  earned and unpaid;

                           (D) to pay to the Special Servicer (x) earned and
                  unpaid Workout Fees and Liquidation Fees with respect to such
                  Mortgage Loan or Loan Group to which it is entitled pursuant
                  to, and from the sources contemplated by, Section 3.11(c) that
                  remains unreimbursed or unpaid after the application of funds
                  in any related Companion Subaccount in accordance with Section
                  3.05(a)(i) and (y) any Penalty Charges collected with respect
                  to such Mortgage Loan or Loan Group that accrued during the
                  period such Mortgage Loan or Loan Group was a Specially
                  Serviced Mortgage Loan that are remaining after application of
                  Penalty Charges to Advance Interest in accordance with clause
                  (H) below;

                           (E) to reimburse the Fiscal Agent, the Trustee and
                  itself, in that order, as applicable, first, for unreimbursed
                  Delinquency Advances made with respect to such Mortgage Loan
                  or Loan Group made thereby the Master Servicer's, the
                  Trustee's or the Fiscal Agent's respective rights to be
                  reimbursed pursuant to this clause (E) being limited to
                  amounts received that represent Late Collections of interest
                  on and principal of the particular Mortgage Loan or the
                  portion of any REO Loan attributable to the Mortgage Loan with
                  respect to which such Delinquency Advances were made (in each
                  case, net of related Workout Fees)



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<PAGE>

                  and, second, in the case of any Delinquency Advances made with
                  respect to the MacArthur Loan Group, out of such Late
                  Collections, only to the extent that such Advances remain
                  unreimbursed after application of funds in any related
                  Companion Subaccount in accordance with Section 3.05(a)(i)(E);

                           (F) to reimburse the Fiscal Agent, the Trustee,
                  itself and the Special Servicer, in that order, as applicable,
                  for unreimbursed Servicing Advances made thereby that remain
                  unreimbursed after the application of funds in any related
                  Companion Subaccount in accordance with Section 3.05(a)(i),
                  the Master Servicer's, the Special Servicer's, the Trustee's
                  or the Fiscal Agent's respective rights to be reimbursed
                  pursuant to this clause (F) with respect to such Mortgage Loan
                  or Loan Group or REO Property being limited to, as applicable,
                  related payments, Liquidation Proceeds, Insurance Proceeds and
                  REO Revenues attributable to such Mortgage Loan or Loan Group;

                           (G) to reimburse the Fiscal Agent, the Trustee,
                  itself and the Special Servicer, in that order, as applicable,
                  out of general collections on any of the Mortgage Loans or
                  Loan Groups and REO Properties, for Nonrecoverable Delinquency
                  Advances made thereby with respect to any Mortgage Loan and
                  any Nonrecoverable Servicing Advances, in each case, that
                  remain unreimbursed after the application of funds in any
                  related Companion Subaccount in accordance with Section
                  3.05(a)(i);

                           (H) to pay the Fiscal Agent, the Trustee, itself or
                  the Special Servicer, in that order as the case may be, any
                  related Advance Interest accrued and payable on any
                  unreimbursed Advance in accordance with Section 3.11(f) and
                  4.03(d) that remains unreimbursed or unpaid after the
                  application of funds in any related Companion Subaccount in
                  accordance with Section 3.05(a)(i), first out of Penalty
                  Charges received on the Mortgage Loan or Loan Group or REO
                  Loan as to which such Advance was made and then, at or
                  following such time as it reimburses the Fiscal Agent, the
                  Trustee, itself and the Special Servicer, in that order, as
                  applicable, for such Advance pursuant to clause (F) or (G)
                  above or Section 3.03, out of general collections on any of
                  the Mortgage Loans or Loan Groups and REO Properties;

                           (I) in accordance with Section 2.03(d), to reimburse
                  the Trustee, out of general collections on such Mortgage Loan
                  or Loan Group and any related REO Property for any
                  unreimbursed expense reasonably incurred by the Trustee in
                  connection with the enforcement of the related Mortgage Loan
                  Seller's obligations under Section 6 of the related Mortgage
                  Loan Purchase Agreement or GMACCM's obligations under Section
                  4 of either Supplemental Agreement with respect to such
                  Mortgage Loan or Loan Group, together with interest thereon at
                  the Reimbursement Rate that remains unreimbursed or unpaid
                  after the application of funds in the related Companion
                  Subaccount in accordance with Section 3.05(a)(i), but only to
                  the extent that such expenses are not reimbursed pursuant to
                  clause 3.04(b)(ii) above or otherwise;



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<PAGE>

                           (J) to pay out of general collections on any of the
                  Mortgage Loans or Loan Groups and REO Properties, for costs
                  and expenses incurred by the Trust Fund pursuant to Section
                  3.09(c) and to pay Liquidation Expenses out of Liquidation
                  Proceeds from the related Mortgage Loan or Loan Group pursuant
                  to Section 3.09 in each case that remain unreimbursed or
                  unpaid after the application of funds in any related Companion
                  Subaccount in accordance with Section 3.05(a)(i);

                           (K) to pay itself, the Special Servicer the Depositor
                  or any of their respective directors, officers, employees and
                  agents, as the case may be, out of general collections on any
                  of the Mortgage Loans and Loan Groups and REO Properties, any
                  amounts payable to any such Person pursuant to Section 6.03
                  that remain unreimbursed or unpaid after the application of
                  funds in any Companion Subaccounts in accordance with Section
                  3.05(a)(i);

                           (L) to pay, out of general collections on the
                  Mortgage Loans and Loan Groups and REO Properties, for (A) the
                  cost of the Opinions of Counsel contemplated by Sections
                  3.09(b)(ii) and 3.16(a), (B) the cost of the advice of counsel
                  contemplated by Section 3.17(a), (C) the cost of any Opinion
                  of Counsel contemplated by Section 11.01(a) in connection with
                  an amendment to this Agreement which amendment is in
                  furtherance of the rights and interests of Certificateholders
                  that remains unreimbursed or unpaid after the application of
                  funds in any Companion Subaccount in accordance with Section
                  3.05(a)(i), (D) the cost of obtaining the REO Extension
                  contemplated by Section 3.16(a), (E) the cost of recording
                  this Agreement in accordance with Section 11.04(a) that
                  remains unreimbursed or unpaid after the application of funds
                  in the Companion Subaccounts in accordance with Section
                  3.05(a)(i), and (F) the cost of a new Appraisal obtained
                  pursuant to Section 3.11(g) or Section 4.03(c) that remains
                  unreimbursed or unpaid after the application of funds in the
                  related Companion Subaccount in accordance with Section
                  3.05(a)(i);

                           (M) to withdraw funds deposited into the Collection
                  Account in error;

                           (N) [Reserved]; and

                           (O) to clear and terminate the Collection Account at
                  the termination of this Agreement pursuant to Section 9.01.

                  For each Mortgage Loan and Loan Group, the Master Servicer
shall keep and maintain separate accounting records, on a loan-by-loan basis
(and for each REO Loan, on a property-by-property basis) when appropriate, for
the purpose of justifying any withdrawal from the Collection Account, the
related Companion Subaccount or the Mortgage Loan Subaccount.

                  The Master Servicer shall pay to the Special Servicer (or to
third party contractors at the direction of the Special Servicer) from the
Collection Account, the related Companion Subaccount or the Mortgage Loan
Subaccount amounts permitted to be paid to it (or to such third party
contractors) therefrom promptly upon receipt of a certificate of a Servicing
Officer of the



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Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Collection Account, the related Companion
Subaccount or the Mortgage Loan Subaccount.

                  (b) (i) The Trustee may, from time to time, make withdrawals
from the Certificate Distribution Account for any of the following purposes:

                           (A) to pay itself interest and investment income
                  earned in respect of amounts relating to the Trust Fund held
                  in the Certificate Distribution Account as provided in Section
                  3.06(a) (but only to the extent of the Net Investment Earnings
                  with respect to the Certificate Distribution Account for any
                  Collection Period);

                           (B) to pay itself unpaid Trustee Fees pursuant to
                  Section 8.05(a);

                           (C) to pay itself, the Fiscal Agent or any of its or
                  their directors, officers, employees and agents, as the case
                  may be, any amounts payable or reimbursable to any such Person
                  pursuant to Section 8.05(b) and 11.03(c) that remains
                  unreimbursed or unpaid after the application of funds in the
                  related Companion Loan Distribution Account in accordance with
                  3.05(b)(ii);

                           (D) to pay for (i) the cost of the Opinion of Counsel
                  contemplated by Section 11.01(a) or (c) in connection with any
                  amendment to this Agreement requested by the Trustee, which
                  amendment is in furtherance of the rights and interests of
                  Certificateholders, (ii) the cost of the Opinion of Counsel
                  contemplated by Section 11.04(a) in connection with any
                  recordation of this Agreement and (iii) to the extent payable
                  out of the Trust Fund, the cost of the Opinion of Counsel
                  contemplated by Section 10.01(f);

                           (E) to (i) pay any and all federal, state and local
                  taxes imposed on REMIC I, REMIC II or REMIC III or on the
                  assets or transactions of any such REMIC, together with all
                  incidental costs and expenses, and any and all reasonable
                  expenses relating to tax audits, if and to the extent that
                  either (1) none of the Trustee, the Master Servicer or the
                  Special Servicer is liable therefor pursuant to Section
                  10.01(g) or (2) any such Person that may be so liable has
                  failed to make the required payment, and (ii) reimburse the
                  Trustee for reasonable expenses incurred by and reimbursable
                  to it by the Trust Fund pursuant to Section 10.01(c);

                           (F) to withdraw funds deposited into the Certificate
                  Distribution Account in error;

                           (G) to clear and terminate the Certificate
                  Distribution Account at the termination of this Agreement
                  pursuant to Section 9.01; and



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                           (H) to make distributions to Certificateholders
                  (other than any Class S Certificateholder) on each
                  Distribution Date pursuant to Section 4.01 and to deposit the
                  Withheld Amounts in the Interest Reserve Account pursuant to
                  Section 3.04(f).

                           (ii) The Trustee may, from time to time, make
             withdrawals from each Companion Loan Distribution Account only for
             the following purposes (provided that the Master Servicer shall
             have provided to the Trustee instructions with respect to the
             amounts to be withdrawn from the Companion Loan Distribution
             Account and such other information as the Trustee shall have
             reasonably requested from time to time in order to make such
             withdrawals):

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

                           (B) to withdraw and pay to itself the amount of the
                  Trustee Fee and the amount of any reimbursement due to it
                  hereunder and not otherwise previously paid;

                           (C) to pay itself, the Fiscal Agent or any of its or
                  their directors, officers, employees and agents, as the case
                  may be, any amounts payable or reimbursable to any such Person
                  pursuant to Section 8.05(b);

                           (D) to clear and terminate the Companion Loan
                  Distribution Account upon the termination of this Agreement;
                  and
                           (E) to make distributions to the Class S
                  Certificateholders on each Distribution Date pursuant to
                  Section 4.01.

                  (c) The Trustee may, from time to time, make withdrawals from
the Interest Reserve Account to pay itself interest and investment income earned
in respect of amounts relating to the Trust Fund held in the Interest Reserve
Account (but only to the extent of Net Investment Earnings with respect to the
Interest Reserve Account for any Collection Period).

                  (d) The Trustee shall, on any Distribution Date, make
withdrawals from the Excess Liquidation Proceeds Reserve Account to the extent
required to make the distributions from the Excess Liquidation Proceeds Reserve
Account required by Section 4.01(c).

                  SECTION 3.06     Investment of Funds in the Collection
                                   Account, the Distribution Accounts, the
                                   Excess Liquidation Proceeds Reserve Account,
                                   the Interest Reserve Account and the REO
                                   Account.

                  (a) (i) The Master Servicer may direct any depository
institution maintaining the Collection Account, any Lock-Box Account or any Cash
Collateral Account to invest, (ii) the Special Servicer may direct any
depository institution maintaining the REO Account to invest, or if it is a
depository institution, may itself invest, and (iii) the Trustee may direct the
depository



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institution maintaining the Certificate Distribution Account, the Companion Loan
Distribution Account, the Excess Liquidation Proceeds Reserve Account or the
Interest Reserve Account to invest, or if it is such depository institution, may
itself invest, the funds held therein in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the next succeeding
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining
such account is the obligor thereon, and (ii) no later than the next succeeding
date on which such funds are required to be withdrawn from such account pursuant
to this Agreement, if the depository institution maintaining such account is the
obligor thereon. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall
be made in the name of the Trustee (in its capacity as such). The Master
Servicer (with respect to Permitted Investments of amounts in the Collection
Account, any Lock-Box Account, and any Cash Collateral Account) and the Special
Servicer (with respect to Permitted Investments of amounts in the REO Account)
on behalf of the Trustee, and the Trustee (with respect to Permitted Investments
of amounts in the Certificate Distribution Account, the Companion Loan
Distribution Account, the Excess Liquidation Proceeds Reserve Account and the
Interest Reserve Account), shall (and the Trustee hereby designates the Master
Servicer and the Special Servicer, as applicable, as the Person that shall) (i)
be the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by the Master Servicer or the Special
Servicer shall constitute "control" by a Person designated by, and acting on
behalf of the Trustee for purposes of Revised Article 8 (1994 Revision) of the
UCC. In the event amounts on deposit in an Investment Account are at any time
invested in a Permitted Investment payable on demand, the Master Servicer (in
the case of the Collection Account, any Lock-Box Account, or any Cash Collateral
Account), the Special Servicer (in the case of the REO Account) and the Trustee
(in the case of the applicable Distribution Account, the Excess Liquidation
Proceeds Reserve Account and the Interest Reserve Account) shall:

                  (x) consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts then payable thereunder and (2) the
         amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
         determination by the Master Servicer, the Special Servicer or the
         Trustee, as the case may be, that such Permitted Investment would not
         constitute a Permitted Investment in respect of funds thereafter on
         deposit in the Investment Account.

                  (b) Whether or not the Master Servicer directs the investment
of funds in the Collection Account, and to the extent the Master Servicer
directs the investment of funds in any Lock-Box Account or any Cash Collateral
Account, interest and investment income realized on funds deposited in each such
Investment Account, to the extent of the Net Investment Earnings, if any, with
respect to such account for each Collection Period, shall be for the sole and
exclusive



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benefit of the Master Servicer and shall be subject to its withdrawal, or
withdrawal at its direction, in accordance with Section 3.05(a). Interest and
investment income realized on funds deposited in the Certificate Distribution
Account, the Companion Loan Distribution Account, the Excess Liquidation
Proceeds Reserve Account and the Interest Reserve Account, to the extent of Net
Investment Earnings, if any, with respect to such account for each Collection
Period, shall be for the sole and exclusive benefit of the Trustee and shall be
subject to its withdrawal in accordance with Section 3.05(b) or (c), as the case
may be. Whether or not the Special Servicer directs the investment of funds in
the REO Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of the Special Servicer and shall be subject to its withdrawal
in accordance with Section 3.16(b). If any loss shall be incurred in respect of
any Permitted Investment on deposit in the Collection Account, and to the extent
the Master Servicer has discretion to direct the investment of funds in any
Lock-Box Account or any Cash Collateral Account for its sole and exclusive
benefit, the Master Servicer shall deposit therein, no later than the end of the
Collection Period during which such loss was incurred, without right of
reimbursement, the amount of the Net Investment Loss, if any, with respect to
such account for such Collection Period. If any loss shall be incurred in
respect of any Permitted Investment on deposit in the Certificate Distribution
Account, the Companion Loan Distribution Account, the Excess Liquidation
Proceeds Reserve Account or the Interest Reserve Account, the Trustee shall
immediately deposit therein, without right of reimbursement, the amount of the
Net Investment Loss, if any, with respect to such account. If any loss shall be
incurred in respect of any Permitted Investment on deposit in the REO Account,
the Special Servicer shall promptly deposit therein from its own funds, without
right of reimbursement, no later than the end of the Collection Period during
which such loss was incurred, the amount of the Net Investment Loss, if any, for
such Collection Period

                  (c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trustee may and, subject to Section 8.02, upon the
request of Holders of Certificates entitled to a majority of the Voting Rights
allocated to any Class shall take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings.

                  SECTION 3.07  Maintenance of Insurance Policies; Errors and
                                Omissions and Fidelity Coverage.

                  (a) Each of the Master Servicer (in the case of Mortgage Loans
and Companion Loans other than Specially Serviced Mortgage Loans) and the
Special Servicer (in the case of Specially Serviced Mortgage Loans) shall use
reasonable efforts to cause each Mortgagor to maintain in respect of the related
Mortgaged Property all insurance coverage as is required under the related
Mortgage; provided that if any Mortgage permits the holder thereof to dictate to
the Mortgagor the insurance coverage to be maintained on such Mortgaged
Property, the Master Servicer or the Special Servicer, as appropriate, shall
impose such insurance requirements as are consistent with the Servicing
Standard. If a Mortgagor fails to maintain such insurance, the Master Servicer
(at the direction of the Special Servicer in the case of a Specially Serviced
Loan) shall (to the extent available at commercially reasonable terms) obtain
such insurance (which may be through a master or single interest policy) and the
cost (including any



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deductible relating to such insurance) of such insurance (or in the case of a
master or single interest policy, the incremental cost (including any deductible
relating to such insurance) of such insurance relating to the specific Mortgaged
Property), shall be a Servicing Advance and shall be recoverable by the Master
Servicer pursuant to Section 3.05(a). If at any time a Mortgaged Property is
located in an area identified in the Flood Hazard Boundary Map or Flood
Insurance Rate Map issued by the Federal Emergency Management Agency as having
special flood hazards or it becomes located in such area by virtue of remapping
conducted by such agency (and flood insurance has been made available), the
Master Servicer (or in the case of a Specially Serviced Loan, the Special
Servicer) shall, if and to the extent that the Mortgage Loan or Companion Loan
requires the Mortgagor or permits the mortgagee to require the Mortgagor to do
so, use reasonable efforts to cause the related Mortgagor to maintain a flood
insurance policy meeting the requirements of the current guideline of the
Federal Insurance Administration in the maximum amount of insurance coverage
available under the National Flood Insurance Act of 1968, the Flood Disaster
Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as
amended, unless otherwise specified by the related Mortgage Loan or Companion
Loan. If (i) the Mortgagor is required by the terms of the Mortgage Loan or
Companion Loan to maintain such insurance (or becomes obligated by virtue of the
related Mortgaged Property becoming located in such area by virtue of such
remapping) or (ii) the terms of the Mortgage Loan or Loan Group permit the
mortgagee to require the Mortgagor to obtain such insurance, the Master Servicer
(or in the case of a Specially Serviced Loan, the Special Servicer), shall
promptly notify the Mortgagor of its obligation to obtain such insurance. If the
Mortgagor fails to obtain such flood insurance within 120 days of such
notification, the Master Servicer (or in the case of a Specially Serviced Loan,
the Special Servicer) shall obtain such insurance, the cost of which shall be a
Servicing Advance and shall be recoverable by the Master Servicer or Special
Servicer pursuant to Section 3.05(a); provided that the Master Servicer or
Special Servicer shall not be required to incur any such cost if such Advance
would constitute a Nonrecoverable Servicing Advance. Subject to Section 3.17(a),
the Special Servicer shall also use reasonable efforts to cause to be maintained
for each REO Property (to the extent available at commercially reasonable terms)
no less insurance coverage than was previously required of the Mortgagor under
the related Mortgage or as is consistent with the Servicing Standard. All such
insurance policies shall contain a "standard" mortgagee clause, with loss
payable to the Master Servicer (in the case of Mortgaged Properties) or the
Special Servicer (in the case of REO Properties) on behalf of the Trustee, and
shall be issued by an insurer authorized under applicable law to issue such
insurance. Any amounts collected by the Master Servicer or the Special Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or REO Property or amounts to be
released to the related Mortgagor, in each case in accordance with applicable
law, the terms of the related Mortgage Loan or Companion Loan documents and the
Servicing Standard) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05(a), in the case of amounts received in
respect of a Mortgage Loan or Companion Loan, or in the REO Account, subject to
withdrawal pursuant to Section 3.16(c), in the case of amounts received in
respect of an REO Property. Any cost incurred by the Master Servicer or the
Special Servicer in maintaining any such insurance shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the outstanding principal balance of the related
Mortgage Loan or Companion Loan, notwithstanding that the terms of such Mortgage
Loan or Companion Loan so



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permit, but shall be recoverable by the Master Servicer as a Servicing Advance
pursuant to Section 3.05(a).

                  (b) (i) If the Master Servicer or the Special Servicer obtains
and maintains a blanket policy insuring against hazard losses on all of the
Mortgaged Properties and/or REO Properties for which it is responsible to cause
the maintenance of insurance hereunder, then, to the extent such policy provides
protection equivalent to the individual policies otherwise required, the Master
Servicer or the Special Servicer, as the case may be, shall conclusively be
deemed to have satisfied its obligation to cause hazard insurance to be
maintained on such Mortgaged Properties and/or REO Properties. Such policy may
contain a deductible clause (not in excess of a customary amount), in which case
the Master Servicer or the Special Servicer, as appropriate, shall, if there
shall not have been maintained on a Mortgaged Property or an REO Property a
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses which would have been covered by such
policy, promptly deposit into the Collection Account (or into the Servicing
Account if insurance proceeds are to be applied to the repair or restoration of
the applicable Mortgaged Property or disbursed to the related Mortgagor) from
its own funds the amount not otherwise payable under the blanket policy because
of such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. The Master Servicer and the Special
Servicer each agrees to prepare and present, on behalf of itself, the Trustee
and Certificateholders, claims under any such blanket policy maintained by it in
a timely fashion in accordance with the terms of such policy.

                          (ii) If the Master Servicer or the Special Servicer,
             as applicable, causes any Mortgaged Property or REO Property to be
             covered by a master force placed insurance policy, which provides
             protection equivalent to the individual policies otherwise
             required, the Master Servicer or Special Servicer shall
             conclusively be deemed to have satisfied its respective obligations
             to cause hazard insurance to be maintained on such Mortgaged
             Properties and/or REO Properties. Such policy may contain a
             deductible clause, in which case the Master Servicer or the Special
             Servicer, as applicable, shall in the event that (x) there shall
             not have been maintained on the related Mortgaged Property or REO
             Property a policy otherwise complying with the provisions of
             Section 3.07(a), and (y) there shall have been one or more losses
             which would have been covered by such a policy had it been
             maintained, immediately deposit into the Collection Account (or
             into the Servicing Account if insurance proceeds are to be applied
             to the repair or restoration of the applicable Mortgaged Property
             or disbursed to the related Mortgagor) from its own funds the
             amount not otherwise payable under such policy because of such
             deductible to the extent that any such deductible exceeds the
             deductible limitation that pertained to the related Mortgage Loan,
             or, in the absence of any such deductible limitation, the
             deductible limitation which is consistent with the Servicing
             Standard. The Master Servicer and the Special Servicer each agrees
             to prepare and present, on behalf of itself, the Trustee and the
             Certificateholders, claims under any such master force placed
             insurance policy maintained by it in a timely fashion in accordance
             with the terms of such policy.



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                  (c) Each of the Master Servicer and the Special Servicer shall
obtain and maintain at its own expense and keep in full force and effect
throughout the term of this Agreement a blanket fidelity bond and an errors and
omissions insurance policy covering its officers and employees and other persons
acting on behalf of it in connection with its activities under this Agreement
and naming the Trustee as an additional insured. The amount of coverage shall be
at least equal to the coverage that would be required by FNMA or FHLMC,
whichever is greater, with respect to the Master Servicer or Special Servicer,
as the case may be, if the Master Servicer or Special Servicer, as the case may
be, were servicing and administering the Mortgage Loans, Companion Loans and/or
REO Properties for which it is responsible hereunder for FNMA or FHLMC. Coverage
of the Master Servicer or the Special Servicer under a policy or bond obtained
by an Affiliate of such Person and providing the coverage required by this
Section 3.07(c) shall satisfy the requirements of this Section 3.07(c).

                  (d) All insurance coverage required to be maintained by the
Master Servicer or Special Servicer, as applicable, under this Section 3.07
shall be obtained from Qualified Insurers having a claims paying ability rating
(or the obligations of which are guaranteed or backed by a company having such
claims paying ability rating or insurance financial strength rating, as
applicable) of not less than (x) A2 by Moody's and (y) if rated by Fitch, "A" by
Fitch (or, if not rated by Fitch, rated A-IX or better by A.M. Best); provided,
however, that the requirements of clauses (x) and (y) shall not be applicable
with respect to Moody's or Fitch, as applicable, if the related Rating Agency
shall have confirmed in writing that an insurance company with a lower claims
paying ability rating shall not result, in and of itself, in a downgrade,
qualification or withdrawal of the then current ratings by such Rating Agency of
any class of Certificates.

                  SECTION 3.08  Enforcement of Due-On-Sale Clauses; Assumption
                                Agreements; Subordinate Financing; Defeasance.

                  (a) As to each Mortgage Loan or Companion Loan which contains
a provision in the nature of a "due-on-sale" clause, which by its terms:

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

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

then, for so long as such Mortgage Loan or Companion Loan is included in the
Trust Fund, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall exercise (or, subject to Section 3.20(a)(iv), waive its right to
exercise) any right it may have with respect to such Mortgage Loan or Companion
Loan (x) to accelerate the payments thereon, or (y) to withhold its consent to
any such sale or other transfer, in a manner consistent with the Servicing
Standard. In the event that the Special Servicer intends or is required, in
accordance with the preceding sentence, the Mortgage Loan or Companion Loan
documents or applicable law, to permit the transfer of any Mortgaged Property,
the Special Servicer, if consistent with the Servicing



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Standard, may enter into an assumption and modification agreement with the
Person to whom the related Mortgaged Property has been or is intended to be
conveyed or may enter into a substitution of liability agreement, pursuant to
which the original Mortgagor and any original guarantors are released from
liability, and the transferee and any new guarantors are substituted therefor
and become liable under the Mortgage Note and any related guaranties and, in
connection therewith, may require from the related Mortgagor a reasonable and
customary fee for the additional services performed by it, together with
reimbursement for any related costs and expenses incurred by it (but only to the
extent that charging such fee and entering into such assumption and modification
agreement will not be a significant modification of the Mortgage Loan or
Companion Loan for purposes of the REMIC Provisions). The Special Servicer shall
promptly notify the Trustee of any such agreement and forward the original
thereof to the Trustee for inclusion in the related Mortgage File. Subject to
Section 3.20(a), if the Special Servicer intends or is required to permit the
transfer of any Mortgaged Property and enter into an assumption agreement or a
substitution of liability agreement, as the case may be, in accordance with the
foregoing, the Special Servicer shall submit to (A) Fitch, in the case of any
Mortgage Loan or Loan Group that has, or any Mortgage Loan or Loan Group that is
part of a Related Borrower Group that has, one of the then-ten highest
outstanding principal balances in the Mortgage Pool; and (B) Moody's, in the
case of any Mortgage Loan or Loan Group that has an outstanding principal
balance in excess of the lesser of (1) $20,000,000 or (2) 2% of the then
outstanding principal balance of the Mortgage Pool a copy of such documentation
and any information with respect to such action as the Special Servicer deems
appropriate or as such Rating Agency may reasonably request, and shall obtain
Rating Agency Confirmation from Fitch (in the case of any Mortgage Loan or Loan
Group described in clause (A) above) and Moody's (in the case of any Mortgage
Loan or Loan Group described in clause (B) above) prior to executing such
assumption agreement or substitution of liability agreement; provided, however,
if the Special Servicer shall not have received such Rating Agency Confirmation
from Fitch within five (5) Business Days of such Rating Agency's receipt of a
copy of such documentation and such information, such Rating Agency Confirmation
shall be deemed to have been delivered to the Special Servicer by Fitch.

                  (b) As to each Mortgage Loan or Companion Loan which contains
a provision in the nature of a "due-on-encumbrance" clause, which by its terms:

                          (i) provides that such Mortgage Loan or Companion 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 or Companion Loan is included in the
Trust Fund, the Special Servicer, on behalf of the Trustee as the mortgagee of
record, shall exercise (or, subject to Section 3.20(a)(iv), waive its right to
exercise) any right it may have with respect to such Mortgage Loan or Companion
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; provided, however that the Special
Servicer, shall not waive its right to exercise any such right when such right
arises as a result of the imposition of a lien



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against a Mortgaged Property which lien secures additional indebtedness or a
mechanic's or similar lien not permitted under the related Mortgage Loan or
Companion Loan documents unless, the Special Servicer shall submit to (A) Fitch
(but only in the case of any Mortgage Loan or Loan Group that has, or any
Mortgage Loan or Loan Group that is part of a Related Borrower Group that has,
one of the then-ten highest outstanding principal balances in the Mortgage
Pool), and (B) Moody's (in the case of any Mortgage Loan or Loan Group that has
an outstanding principal balance in excess of the lesser of (1) $20,000,000 or
(2) 2% of the then outstanding principal balance of the Mortgage Pool) a copy of
the documentation under which any such lien would arise together with such other
information with respect to such proposed waiver as the Special Servicer deems
appropriate or as such Rating Agency may reasonably request, and shall obtain
Rating Agency Confirmation with respect to such proposed waiver; provided,
however, if the Special Servicer shall not have received such Rating Agency
Confirmation from Fitch within five (5) Business Days of such Rating Agency's
receipt of a copy of such documentation and such information, such Rating Agency
Confirmation shall be deemed to have been delivered to the Special Servicer by
Fitch.

                  (c) With respect to any Mortgage Loan or Loan Group which
permits release of Mortgaged Properties through a Defeasance Option, the Master
Servicer shall, to the extent consistent with and permitted by the applicable
Mortgage Loan documents, permit (or, if the terms of such Mortgage Loan or Loan
Group permit the lender to require defeasance, the Master Servicer shall
require) the exercise of such Defeasance Option on any Due Date occurring more
than two years after the Startup Day (the "Release Date") subject to the
following conditions:

                          (i) No event of default exists under the related
             Mortgage Note;

                          (ii) The Mortgagor pays on such Release Date (A) all
             interest accrued and unpaid on the Principal Balance of the
             Mortgage Note to and including the Release Date; (B) all other
             sums, excluding scheduled interest or principal payments due under
             the Mortgage Note and (C) any costs and expenses incurred in
             connection with such release;

                          (iii) The Mortgagor has delivered Defeasance
             Collateral providing payments on or prior to all successive
             scheduled payment dates from the Release Date to the related
             Maturity Date, and in an amount equal to or greater than the
             scheduled payments due on such dates under the Mortgage Loan or
             Loan Group;

                          (iv) The Mortgagor shall have delivered a security
             agreement granting the Trust Fund a first priority security
             interest in the Defeasance Collateral;

                          (v) The Master Servicer shall have received an Opinion
             of Counsel from the related Mortgagor (which shall be an expense of
             the related Mortgagor) to the effect that the Trust Fund has a
             first priority security interest in the Defeasance Collateral and
             that the assignment thereof is valid and enforceable;

                          (vi) The Master Servicer shall have obtained at the
             related Mortgagor's expense a certificate from an Independent
             certified public accountant certifying that the Defeasance
             Collateral complies with the requirements of the related Mortgage
             Note;



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                          (vii) The Master Servicer shall have obtained an
             Opinion of Counsel from the related Mortgagor to the effect that
             such release will not cause any of REMIC I, REMIC II or REMIC III
             to fail to qualify as a REMIC at any time that any Certificates are
             outstanding or cause a tax to be imposed on the Trust Fund under
             the REMIC Provisions;

                          (viii) The Borrower shall have provided evidence to
             the Master Servicer demonstrating that the lien of the related
             Mortgage is being released to facilitate the disposition of the
             Mortgaged Property or another customary commercial transaction, and
             not as part of an arrangement to collateralize the Certificates
             issued by the related REMIC with obligations that are not real
             estate mortgages;

                          (ix) If required by the terms of such Mortgage Loan or
             Loan Group, the Master Servicer shall have received Rating Agency
             Confirmation from each of Fitch and Moody's with respect to the
             exercise of such Defeasance Option; and

                          (x) if the Defeasance Option is being exercised to
             release less than all of the Mortgaged Properties securing either a
             Cross-Collateralized Mortgage Loan or a Mortgage Loan, or Loan
             Group secured by multiple Mortgaged Properties, the Borrower shall
             have provided evidence satisfactory to both the Master Servicer and
             the Special Servicer that demonstrates compliance with any debt
             service coverage ratio, loan-to-value ratio or other financial
             tests or conditions specified in the applicable Mortgage Loan or
             Loan Group in connection with the exercise of such Defeasance
             Option.

                  (d) Nothing in this Section 3.08 shall constitute a waiver of
the Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan or Loan Group, any sale or other transfer of the
related Mortgaged Property or the creation of any additional lien or other
encumbrance with respect to such Mortgaged Property.

                  (e) Except as otherwise permitted by Section 3.20, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend
any term of any Mortgage Loan or Loan Group in connection with the taking of, or
the failure to take, any action pursuant to this Section 3.08.

                  (f) In the event that the Master Servicer receives a request
from any Mortgagor for consent to (i) the transfer of a Mortgaged Property or
assumption of a Mortgage Loan or Loan Group pursuant to Section 3.08(a) or (ii)
the creation of an additional lien or encumbrance on a Mortgaged Property
pursuant to Section 3.08(b), the Master Servicer shall notify the Special
Servicer of such request and furnish to the Special Servicer any applicable
transfer, assumption, encumbrance or related documentation which the Master
Servicer has received in connection with such request.

                  SECTION 3.09  Realization Upon Defaulted Mortgage Loans.

                  (a) The Master Servicer shall notify the Special Servicer of
the occurrence of a Servicing Transfer Event in respect of any Mortgage Loan or
Loan Group. The Special Servicer shall monitor such Specially Serviced Mortgage
Loan, evaluate whether the causes of the default can be corrected over a
reasonable period without significant impairment of the value



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of the related Mortgaged Property, initiate corrective action in cooperation
with the Mortgagor if, in the Special Servicer's judgment, cure is likely, and
take such other actions (including without limitation, negotiating and accepting
a discounted payoff of a Mortgage Loan or Companion Loan) as are consistent with
the Servicing Standard. If, in the Special Servicer's judgment, such corrective
action has been unsuccessful, no satisfactory arrangement can be made for
collection of delinquent payments, and the Defaulted Mortgage Loan has not been
released from the Trust Fund pursuant to any provision hereof, then the Special
Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
exercise reasonable efforts, consistent with the Servicing Standard, to
foreclose upon or otherwise comparably convert (which may include an REO
Acquisition) the ownership of property securing such Mortgage Loan or Loan
Group. The foregoing is subject to the provision that, in any case in which a
Mortgaged Property shall have suffered damage from an Uninsured Cause, the
Master Servicer and the Special Servicer shall have the right but not the
obligation to expend its own funds toward the restoration of such property if it
shall determine in its reasonable discretion (i) that such restoration will
increase the net proceeds of liquidation of such Mortgaged Property to
Certificateholders after reimbursement to itself for such expenses, and (ii)
that such expenses will be recoverable by the Master Servicer or Special
Servicer, as the case may be, out of the proceeds of liquidation of such
Mortgaged Property, as contemplated in Section 3.05(a). The Special Servicer
(or, subject to Section 3.19(c), the Master Servicer) shall advance all other
costs and expenses incurred by it in any such proceedings, subject to its being
entitled to reimbursement therefor as a Servicing Advance as provided in Section
3.05(a) and further subject to its being entitled to pay out of the related
Liquidation Proceeds any Liquidation Expenses incurred in respect of any
Mortgage Loan or Loan Group, which Liquidation Expenses were outstanding at the
time such proceeds are received. When applicable state law permits the Special
Servicer to select between judicial and non-judicial foreclosure in respect of
any Mortgaged Property, the Special Servicer shall make such selection in a
manner consistent with the Servicing Standard. Nothing contained in this Section
3.09 shall be construed so as to require the Special Servicer, on behalf of the
Trust Fund, to make a bid on any Mortgaged Property at a foreclosure sale or
similar proceeding that is in excess of the fair market value of such property,
as determined by the Special Servicer in its sole judgment taking into account
the factors described in Section 3.18(e) and the results of any Appraisal
obtained pursuant to this Agreement, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Master Servicer or the
Special Servicer deems it necessary and prudent for purposes of establishing the
fair market value of any Mortgaged Property securing a Defaulted Mortgage Loan,
whether for purposes of bidding at foreclosure or otherwise, the Master Servicer
or the Special Servicer, as the case may be, is authorized to have an Appraisal
performed with respect to such property (the cost of which Appraisal shall be
covered by, and reimbursable as, an Additional Trust Fund Expense).

                  (b) The Special Servicer shall not acquire any personal
property pursuant to this Section 3.09 (with the exception of cash or cash
equivalents pledged as collateral for a Mortgage Loan or Companion Loan) unless
either:

                          (i) such personal property is incident to real
             property (within the meaning of Section 856(e)(1) of the Code) so
             acquired by the Special Servicer; or

                          (ii) the Special Servicer shall have obtained an
             Opinion of Counsel (the cost of which may be withdrawn from the
             Collection Account pursuant to Section



                                       99
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             3.05(a)) to the effect that the holding of such personal property
             by the Trust Fund will not (subject to Section 10.01(f)) cause the
             imposition of a tax on the Trust Fund under the REMIC Provisions or
             cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a
             REMIC at any time that any Certificate is outstanding.

                  (c) Notwithstanding the foregoing provisions of this Section
3.09, the Special Servicer shall not, on behalf of the Trustee, initiate
foreclosure proceedings, obtain title to a Mortgaged Property in lieu of
foreclosure or otherwise, have a receiver of rents appointed with respect to any
Mortgaged Property, or take any other action with respect to any Mortgaged
Property, if, as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared within the twelve
months preceding such determination by a Person who regularly conducts
Environmental Assessments and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:

                          (i) the Mortgaged Property is in compliance with
             applicable environmental laws and regulations or, if not, that
             acquiring such Mortgaged Property and taking such actions as are
             necessary to bring the Mortgaged Property in compliance therewith
             is reasonably likely to produce a greater recovery to
             Certificateholders on a present value basis than not acquiring such
             Mortgaged Property and not taking such actions; and

                          (ii) there are no circumstances or conditions present
             at the Mortgaged Property relating to the use, management or
             disposal of Hazardous Materials for which investigations, testing,
             monitoring, containment, clean-up or remediation could be required
             under any applicable environmental laws and regulations or, if such
             circumstances or conditions are present for which any such action
             could be required, that acquiring such Mortgaged Property and
             taking such actions with respect to such Mortgaged Property is
             reasonably likely to produce a greater recovery to
             Certificateholders on a present value basis than not acquiring such
             Mortgaged Property and not taking such actions.

The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence, may be withdrawn from the Collection
Account by the Master Servicer at the direction of the Special Servicer as an
expense of the Trust Fund pursuant to Section 3.05(a); and if any such
Environmental Assessment so warrants, the Special Servicer shall, at the expense
of the Trust Fund, perform such additional environmental testing as are
consistent with the Servicing Standard to determine whether the conditions
described in clauses (i) and (ii) of the preceding sentence have been satisfied.

                  (d) If the environmental testing contemplated by subsection
(c) above establishes that either of the conditions set forth in clauses (i) and
(ii) of the first sentence thereof



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has not been satisfied with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan, then the Special Servicer shall take such action as it
deems to be in the best economic interest of the Trust Fund (other than
proceeding to acquire title to the Mortgaged Property); and is hereby authorized
at such time as it deems appropriate to release all or a portion of such
Mortgaged Property from the lien of the related Mortgage.

                  (e) The Special Servicer shall provide written reports monthly
to the Master Servicer (who shall forward such reports to the Trustee, who shall
forward such reports to the Certificateholders) regarding any actions taken by
the Special Servicer with respect to any Mortgaged Property securing a Defaulted
Mortgage Loan as to which the environmental testing contemplated in subsection
(c) above has revealed that either of the conditions set forth in clauses (i)
and (ii) of the first sentence thereof has not been satisfied, in each case
until the earliest to occur of satisfaction of both such conditions, removal of
the related Mortgage Loan or Loan Group from the Trust Fund and release of the
lien of the related Mortgage on such Mortgaged Property.

                  (f) The Special Servicer shall report to the Internal Revenue
Service and the related Mortgagor, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed, information returns with respect to the receipt of
mortgage interests received in a trade or business and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050J, 6050H and 6050P, respectively, of the Code.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050J, 6050H and 6050P of the Code. The Special
Servicer shall deliver a copy of any such report upon request to the Trustee.

                  (g) The Special Servicer shall have the right to determine, in
accordance with the Servicing Standard, the advisability of the maintenance of
an action to obtain a deficiency judgment if the state in which the Mortgaged
Property is located and the terms of the Mortgage Loan or Companion Loan permit
such an action.

                  (h) The Special Servicer shall maintain accurate records of
each Final Recovery Determination in respect of a Defaulted 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 no later than the
10th Business Day following such Final Recovery Determination.

                  SECTION 3.10  Trustee to Cooperate; Release of Mortgage Files.

                  (a) Upon the payment in full of any Mortgage Loan or Loan
Group, or the receipt by the Master Servicer or the Special Servicer of a
notification that payment in full shall be escrowed in a manner customary for
such purposes, the Master Servicer or the Special Servicer, as the case may be,
will immediately notify the Trustee and request delivery of the related Mortgage
File. Any such notice and request shall be in the form of a Request for Release
signed by a Servicing Officer and shall include a statement to the effect that
all amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.04(a)
have been or will be so deposited. Within seven



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Business Days (or within such shorter period as release can reasonably be
accomplished if the Master Servicer or the Special Servicer notifies the Trustee
of an exigency) of receipt of such notice and request, the Trustee shall
release, or cause any related Custodian to release, the related Mortgage File to
the Master Servicer or the Special Servicer, whichever requested it. No expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account.

                  (b) From time to time as is appropriate for servicing or
foreclosure of any Mortgage Loan or Loan Group, the Master Servicer or the
Special Servicer may deliver to the Trustee a Request for Release signed by a
Servicing Officer thereof. Upon receipt of the foregoing, the Trustee shall
deliver or cause the related Custodian to deliver, the Mortgage File or any
document therein to the Master Servicer or the Special Servicer, as the case may
be. Upon return of such Mortgage File or such document to the Trustee or the
related Custodian, or the delivery to the Trustee of a certificate of a
Servicing Officer stating that such Mortgage Loan or Loan Group was liquidated
and that all amounts received or to be received in connection with such
liquidation which are required to be deposited into the Collection Account
pursuant to Section 3.04(a) have been or will be so deposited, or that such
Mortgage Loan or Loan Group has become an REO Property, the Request for Release
shall be released by the Trustee to the Master Servicer or the Special Servicer,
as applicable.

                  (c) Within three Business Days (or within such shorter period
as delivery can reasonably be accomplished if the Special Servicer notifies the
Trustee of an exigency) of receipt thereof, the Trustee shall execute and
deliver to the Special Servicer any court pleadings, requests for trustee's sale
or other documents necessary to the foreclosure or trustee's sale in respect of
a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.

                  SECTION 3.11  Servicing Compensation; Nonrecoverable Servicing
                                Advances.

                  (a) As compensation for its activities hereunder, the Master
Servicer shall be entitled to receive the Servicing Fee with respect to each
Mortgage Loan and REO Loan and with respect to each Companion Loan, the
Companion Servicing Fee. As to each Mortgage Loan, Companion Loan and REO Loan,
the Servicing Fee and the Companion Servicing Fee shall accrue from time to time
at the Servicing Fee Rate and shall be computed on the same basis and the same
principal amount respecting which any related interest payment due on such
Mortgage Loan or Companion Loan or deemed to be due on such REO Loan is
computed. The Servicing Fee and the Companion Servicing Fee with respect to any
Mortgage Loan or Companion Loan or REO Loan shall cease to accrue if a
Liquidation Event occurs in respect thereof. The Servicing Fee and the Companion
Servicing Fee shall be payable monthly, on a



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loan-by-loan basis, from payments of interest on each Mortgage Loan or Companion
Loan, REO Revenues allocable as interest on each REO Loan and the interest
portion of Delinquency Advances on each Mortgage Loan or Companion Loan and REO
Loan. The Master Servicer shall be entitled to recover unpaid Servicing Fees in
respect of any Mortgage Loan or Companion Loan or REO Loan out of that portion
of related Insurance Proceeds or Liquidation Proceeds allocable as recoveries of
interest, to the extent permitted by Section 3.05(a). The right to receive the
Servicing Fee and the Companion Servicing Fee may not be transferred in whole or
in part except in connection with the transfer of all of the Master Servicer's
responsibilities and obligations under this Agreement.

                  (b) Additional servicing compensation in the form of
assumption fees, modification fees, earnout fees, charges for beneficiary
statements or demands, amounts collected for checks returned for insufficient
funds and any similar or ancillary fees (excluding any other amounts relating to
Prepayment Premiums), in each case to the extent actually paid by a Mortgagor
with respect to a Mortgage Loan (or, if a Loan Group is involved, such Loan
Group) that is not a Specially Serviced Mortgage Loan is not required to be
deposited in the Collection Account and, to the extent not required to be paid
to the Special Servicer pursuant to Section 3.11(d), may be retained by the
Master Servicer. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) any Prepayment Interest Excesses,
Balloon Payment Interest Excesses, and further to the extent received on
Mortgage Loans (or, if a Loan Group is involved, such Loan Group) other than
Specially Serviced Mortgage Loans, any Penalty Charges not allocable to pay
Advance Interest collected on the Mortgage Loans and Companion Loans; (ii)
interest or other income earned on deposits in the Investment Accounts (other
than the REO Account), in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to each such
Investment Account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or under the related
Mortgage, any interest or other income earned on deposits in the Servicing
Accounts and Reserve Accounts maintained thereby. The Master Servicer shall be
required to pay out of its own funds all overhead and general and administrative
expenses incurred by it in connection with its servicing activities hereunder
(including, without limitation, payment of any amounts due and owing to any of
Sub-Servicers retained by it and the premiums for any blanket policy insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Collection Account, and the Master
Servicer shall not be entitled to reimbursement therefor except as expressly
provided in this Agreement.

                  (c) As compensation for its activities hereunder, the Special
Servicer shall be entitled to receive the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and each REO Loan, the Special Servicing Fee shall accrue
from time to time at the Special Servicing Fee Rate on the same basis and the
same principal amount respecting which any related interest payment due on such
Specially Serviced Mortgage Loan or deemed to be due on such REO Loan is
computed. The Special Servicing Fee with respect to each such Specially Serviced
Mortgage Loan and each REO Loan shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof. As to each such Specially Serviced
Mortgage Loan and each REO Loan, earned but unpaid Special Servicing Fees shall
be payable monthly out of general collections on the Mortgage Loans and



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Companion Loans and any REO Properties on deposit in the Collection Account
pursuant to Section 3.05(a).

                  As further compensation for its activities hereunder, the
Special Servicer shall be entitled to receive the Workout Fee with respect to
each Corrected Mortgage Loan. As to each Corrected Mortgage Loan, the Workout
Fee shall be payable from, and shall be calculated by application of the Workout
Fee Rate to, each collection of interest and principal received on such Mortgage
Loan or Loan Group for so long as it remains a Corrected Mortgage Loan. The
Workout Fee with respect to any Corrected Mortgage Loan will cease to be payable
if a Servicing Transfer Event occurs with respect thereto or if the related
Mortgaged Property becomes an REO Property; provided that a new Workout Fee will
become payable if and when such Mortgage Loan or Loan Group again becomes a
Corrected Mortgage Loan. If the Special Servicer is terminated other than for
cause or resigns in accordance with Section 6.04, it shall retain the right to
receive any and all Workout Fees payable in respect of Mortgage Loans or
Companion Loans that became Corrected Mortgage Loans during the period that it
acted as Special Servicer and were still such at the time of such termination or
resignation (and the successor Special Servicer shall not be entitled to any
portion of such Workout Fees), in each case until the Workout Fee for any such
loan ceases to be payable in accordance with the preceding sentence.

                  As further compensation for its activities hereunder, the
Special Servicer shall also be entitled to receive a Liquidation Fee with
respect to each Specially Serviced Mortgage Loan or REO Property as to which it
receives any full or discounted payoff or any Liquidation Proceeds (other than
in connection with the purchase of any such Specially Serviced Mortgage Loan or
REO Property by the Special Servicer, the related Class S Certificateholder or
the Majority Certificateholder of the Controlling Class pursuant to Section 3.18
or by the Master Servicer or the Depositor pursuant to Section 3.18 or by the
Master Servicer or the Depositor pursuant to Section 9.01). As to each such
Specially Serviced Mortgage Loan or REO Property, the Liquidation Fee shall be
payable from, and shall be calculated by application of the Liquidation Fee Rate
to, such full or discounted payoff and/or such Liquidation Proceeds. No
Liquidation Fee will be payable with respect to any Specially Serviced Mortgage
Loan solely by virtue of such Mortgage Loan or Loan Group becoming a Corrected
Mortgage Loan. Notwithstanding anything herein to the contrary, no Liquidation
Fee will be payable from, or based upon the receipt of, Liquidation Proceeds
collected as a result of any purchase of a Specially Serviced Mortgage Loan or
REO Property described in the parenthetical to the first sentence of this
paragraph; provided, however, that if any such Liquidation Proceeds are received
with respect to any Corrected Mortgaged Loan, and the Special Servicer is
properly entitled to a Workout Fee therefrom, such Workout Fee will be payable
based on and from the portion of such Liquidation Proceeds that constitute
principal and/or interest.

                  Notwithstanding anything to the contrary herein, a Liquidation
Fee and a Workout Fee relating to the same Mortgage Loan or Loan Group shall not
be paid from the same proceeds on or with respect to such Mortgage Loan or Loan
Group.

                  Subject to the Special Servicer's right to employ
Sub-Servicers, the Special Servicer's right to receive the Special Servicing
Fee, the Workout Fee and/or the Liquidation Fee



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may not be transferred in whole or in part except in connection with the
transfer of all of the Special Servicer's responsibilities and obligations under
this Agreement.

                  (d) Additional servicing compensation in the form of (i) all
assumption fees and modification fees received on or with respect to Specially
Serviced Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and
earnout fees received on or with respect to Mortgage Loans or Loan Groups that
are not Specially Serviced Mortgage Loans shall be promptly paid by the Master
Servicer to the Special Servicer and shall not be required to be deposited in
the Collection Account pursuant to Section 3.04(a). Additional servicing
compensation in the form of assumption fees, earnout fees and modification fees
that the Master Servicer is entitled to and that are collected by the Special
Servicer, shall be paid promptly to the Master Servicer by the Special Servicer.
The Special Servicer shall also be entitled to additional servicing compensation
in the form of: (i) to the extent not required to be paid to any Mortgagor under
applicable law, any interest or other income earned on deposits in the REO
Account, any Servicing Accounts and any Reserve Accounts maintained thereby; and
(ii) to the extent not required to be paid to the Master Servicer as additional
servicing compensation pursuant to Section 3.11(b), any Penalty Charges (to the
extent not allocable to pay Advance Interest) collected on the Specially
Serviced Mortgage Loans and REO Loans. The Special Servicer shall be required to
pay out of its own funds all overhead and general and administrative expenses
incurred by it in connection with its servicing activities hereunder (including,
without limitation, payment of any amounts due and owing to any Sub-Servicers
retained by it and the premiums for any blanket policy obtained by it insuring
against hazard losses pursuant to Section 3.07(b)), if and to the extent such
expenses are not payable directly out of the Collection Account or the REO
Account, and the Special Servicer shall not be entitled to reimbursement except
as expressly provided in this Agreement.

                  (e) If the Master Servicer or Special Servicer is required
under this Agreement to make a Servicing Advance, but neither does so within 15
days after such Advance is required to be made, the Trustee shall, to the extent
a Responsible Officer of the Trustee has actual knowledge of such failure by the
Master Servicer or the Special Servicer to make such Advance (subject to Section
3.11(h) below), make such Advance. If the Trustee fails to make a Servicing
Advance required to be made by it, the Fiscal Agent shall make such advance
(subject to Section 3.11(h) below) within one (1) Business Day of such failure
by the Trustee. The making of such Advance by the Fiscal Agent shall cure the
failure by the Trustee to make such Advance.

                  (f) The Master Servicer, the Special Servicer, the Trustee and
the Fiscal Agent shall each be entitled to receive interest at the Reimbursement
Rate in effect from time to time, accrued on the amount of each Servicing
Advance made thereby for so long as such Servicing Advance is outstanding,
payable, first, out of Penalty Charges received on the Mortgage Loan or Loan
Group or REO Loan as to which such Servicing Advance was made and, then, once
such Servicing Advance has been reimbursed pursuant to Section 3.05, out of
general collections on the Mortgage Loans, Companion Loans and REO Properties.

                  (g) [Reserved]



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                  (h) On each Master Servicer Remittance Date, the Master
Servicer shall pay from the related Servicing Fee, each Broker Strip Amount by
wire transfer in immediately available funds to an account designated by the
Strip Holder.

                  (i) Notwithstanding anything to the contrary set forth herein,
none of the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent shall be required to make any Servicing Advance that it determines in its
reasonable, good faith judgment would constitute a Nonrecoverable Servicing
Advance; provided, however, that the Special Servicer may make an Emergency
Advance notwithstanding that, at the time such Advance is made, the Special
Servicer may not have adequate information available in order to make a
determination whether or not such advance would, if made, be a Nonrecoverable
Servicing Advance. In addition, Nonrecoverable Servicing Advances (including any
Emergency Advances made pursuant to the proviso of the preceding sentence which
are ultimately determined to be Nonrecoverable Servicing Advances) shall be
reimbursable pursuant to Section 3.05 out of general collections on the Mortgage
Loans, Companion Loans and REO Properties on deposit in the Collection Account.
The determination by the Master Servicer, the Special Servicer or, if
applicable, the Trustee or the Fiscal Agent, that it has made a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance, if made, would
constitute a Nonrecoverable Servicing Advance, shall be evidenced by an
Officer's Certificate delivered promptly to the Trustee (or, if applicable,
retained thereby) and the Depositor, setting forth the basis for such
determination, together with (if such determination is prior to the liquidation
of the related Mortgage Loan or Loan Group or REO Property) a copy of an
Appraisal of the related Mortgaged Property or REO Property, as the case may be,
if an Appraisal shall have been performed within the twelve months preceding
such determination, and further accompanied by any other information, including,
without limitation, engineers' reports, environmental surveys, inspection
reports, rent rolls, income and expense statements or similar reports, that the
Master Servicer or the Special Servicer may have obtained and that supports such
determination. If such an Appraisal shall not have been required and performed
pursuant to the terms of this Agreement, the Master Servicer, the Special
Servicer, the Trustee or the Fiscal Agent, as the case may be, may, subject to
its reasonable and good faith determination that such Appraisal will demonstrate
the nonrecoverability of the related Advance, obtain an Appraisal for such
purpose at the expense of the Trust Fund. The Trustee or the Fiscal Agent shall
be entitled to rely on any determination of nonrecoverability that may have been
made by the Master Servicer or the Special Servicer with respect to a particular
Servicing Advance, and the Master Servicer shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Special
Servicer with respect to a particular Servicing Advance.

                  SECTION 3.12  Inspections; Collection of Financial Statements.

                  (a) The Master Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property (other than
Mortgaged Properties constituting collateral for Specially Serviced Mortgaged
Loans) at such times and in such manner as are consistent with the Servicing
Standard, but in any event at least once every two years or, if the related
Mortgage Loan or Loan Group has a current balance of greater than $2,000,000, at
least once every year. The Master Servicer shall prepare (or cause to be
prepared) a written report of each such inspection detailing the condition of
the Mortgaged Property and specifying the existence of (i) any vacancy in the
Mortgaged Property evident from such inspection that the Master Servicer



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deems material, (ii) any sale, transfer or abandonment of the Mortgaged Property
evident from such inspection, (iii) any adverse change in the condition or value
of the Mortgaged Property evident from such inspection that the Master Servicer
deems material, or (iv) any waste committed on the Mortgaged Property evident
from such inspection. The Master Servicer, upon request, shall deliver to the
Trustee a copy of each such written report.

                  (b) The Special Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property constituting
collateral for a Specially Serviced Mortgage Loan at such times and in such
manner as are consistent with the Servicing Standard. If any Mortgage Loan or
Companion Loan becomes a Specially Serviced Mortgage Loan, then as soon as
practicable (and in any event within 90 days thereafter) the Special Servicer
shall perform (or cause to be performed) a physical inspection of each Mortgaged
Property constituting collateral for such Mortgage Loan or Companion Loan. The
Special Servicer shall prepare (or cause to be prepared) a written report of
each such inspection detailing the condition of the Mortgaged Property and
specifying the existence of (i) any vacancy in the Mortgaged Property evident
from such inspection that the Special Servicer deems material, (ii) any sale,
transfer or abandonment of the Mortgaged Property evident from such inspection,
(iii) any adverse change in the condition or value of the Mortgaged Property
evident from such inspection that the Special Servicer deems material, or (iv)
any waste committed on the Mortgaged Property evident from such inspection. The
Special Servicer, upon request, shall deliver to the Trustee and the Master
Servicer a copy of each such written report.

                  (c) The Master Servicer (or, in the case of Specially Serviced
Mortgage Loans, the Special Servicer) shall make reasonable efforts to collect
promptly from each Mortgagor (other than a Mortgagor on a Credit Lease Loan)
quarterly and annual operating statements and rent rolls of the related
Mortgaged Property. In addition, the Special Servicer shall make reasonable
efforts to obtain quarterly and annual operating statements and rent rolls with
respect to each REO Property. The Master Servicer and Special Servicer, upon
request, shall each deliver copies of the collected items to the other such
party and the Trustee in each case within 10 days of its receipt of such
request.

                  SECTION 3.13  Annual Statement as to Compliance.

                  Each of the Master Servicer and the Special Servicer will
deliver to the Trustee, with a copy to the Depositor, on or before April 30th of
each year, beginning in 2001, an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of the Master Servicer or the
Special Servicer, as the case may be, during the preceding calendar year and of
its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
the Master Servicer or the Special Servicer, as the case may be, has fulfilled
in all material respects its obligations under this Agreement 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 and (iii) the Master Servicer or the Special Servicer, as the case may
be, has received no notice regarding qualification, or challenging the status,
of the Trust Fund as a REMIC or of the Grantor Trust as a "grantor trust" under
the Grantor Trust Provisions from the Internal Revenue Service or any other
governmental agency or body or, if it has received any such notice,



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specifying the details thereof. A copy of such Officer's Certificate may be
obtained by Certificateholders upon written request to the Trustee pursuant to
Section 8.12 hereof.

                  SECTION 3.14  Reports by Independent Public Accountants.

                  On or before April 30th of each year, beginning in 2001, the
Master Servicer at its expense shall cause a firm of 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, and to the Depositor 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
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 Sub-Servicers.

                  The Special Servicer will deliver an annual accountants'
report only if, and in such form as may be, requested by the Rating Agencies or
if the Special Servicer and the Master Servicer are not the same Person.

                  The Master Servicer and the Special Servicer, to the extent
applicable, will use reasonable efforts to cause the accountants referred to
above to cooperate with the Depositor in conforming any reports delivered
pursuant to this Section 3.14 to requirements imposed by the Commission on the
Depositor in connection with the Commission's issuance of a no-action letter
relating to the Depositor's reporting requirements in respect of the Trust Fund
pursuant to the Exchange Act.

                  SECTION 3.15  Access to Certain Information.

                  Each of the Master Servicer and the Special Servicer shall
provide or cause to be provided to the Trustee, and to the OTS, the FDIC, and
any other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to any documentation
regarding the Mortgage Loans, Companion Loans, Loan Groups and the Trust Fund
within its control which may be required by this Agreement or by applicable law.
Such access shall be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the Master
Servicer or the Special Servicer, as the case may be, designated by it.



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                  SECTION 3.16  Title to REO Property; REO Account.

                  (a) If title to any REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee on behalf of
the Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
attempt to sell any REO Property prior to the close of the third taxable year of
the Trust Fund following the taxable year in which the Trust Fund acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) is granted an extension of time (an "REO
Extension") by the Internal Revenue Service to sell such REO Property or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Special Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to the close of such period will not (subject to Section
10.01(f)) result in the imposition of taxes on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or
any applicable state or local) income tax purposes) at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such longer liquidation period as is permitted by such REO Extension or such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Collection Account pursuant to
Section 3.05(a).

                  (b) The Special Servicer shall cause all funds collected and
received in connection with any REO Property to be held separate and apart from
its own funds and general assets. If any REO Acquisition shall occur, the
Special Servicer shall establish and maintain (or cause to be established and
maintained) one or more accounts (collectively, the "REO Account"), to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders, for
the retention of revenues and other proceeds derived from each REO Property. The
REO Account shall be an Eligible Account and may consist of one account for some
or all of the REO Properties. The Special Servicer shall deposit, or cause to be
deposited, in the REO Account, within two Business Days of receipt, all REO
Revenues, Liquidation Proceeds (net of all Liquidation Expenses paid therefrom)
and Insurance Proceeds received in respect of an REO Property. The Special
Servicer is authorized to pay out of related Liquidation Proceeds any
Liquidation Expenses incurred in respect of an REO Property and outstanding at
the time such proceeds are received. Funds in the REO Account may be invested in
Permitted Investments in accordance with Section 3.06. The Special Servicer
shall be entitled to make withdrawals from the REO Account to pay itself, as
additional servicing compensation in accordance with Section 3.11(d), interest
and investment income earned in respect of amounts held in the REO Account as
provided in Section 3.06(b) (but only to the extent of the Net Investment
Earnings with respect to the REO Account for any Collection Period). The Special
Servicer shall give notice to the Trustee and the Master Servicer of the
location of any REO Account when first established and of the new location of
such REO Account prior to any change thereof.

                  (c) The Special Servicer shall cause all funds necessary for
the proper operation, management, maintenance, disposition and liquidation of
any REO Property to be



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withdrawn from the REO Account, but only to the extent of amounts on deposit in
the REO Account relating to such REO Property. Within one Business Day following
the end of each Collection Period, the Special Servicer shall withdraw from the
REO Account and deposit into the Collection Account or deliver to the Master
Servicer (which shall deposit such amounts into the Collection Account) the
aggregate of all amounts received in respect of each REO Property during such
Collection Period, net of any withdrawals made out of such amounts pursuant to
Section 3.16 (b) or this Section 3.16(c); provided that the Special Servicer may
retain in the REO Account such portion of proceeds and collections as may be
necessary to maintain a reserve of sufficient funds for the proper operation,
management, maintenance and disposition of the related REO Property (including
without limitation the creation of a reasonable reserve for repairs,
replacements and necessary capital improvements and other related expenses),
such reserve not to exceed an amount sufficient to cover such items to be
incurred during the following twelve-month period.

                  (d) The Special Servicer shall keep and maintain separate
records, on a property-by-property basis, for the purpose of accounting for all
deposits to, and withdrawals from, the REO Account pursuant to Section 3.16(b)
or (c).

                  SECTION 3.17  Management of REO Property; Independent
                                Contractors.

                  (a) Prior to the acquisition of title to any Mortgaged
Property securing a Defaulted Mortgage Loan, the Special Servicer shall review
the operation of such Mortgaged Property and determine the nature of the income
that would be derived from such property if it were acquired by the Trust Fund.
If the Special Servicer determines from such review, in its good faith and
reasonable judgment, that:

                          (i) None of the income from Directly Operating such
             Mortgaged Property would be subject to tax as "net income from
             foreclosure property" within the meaning of the REMIC Provisions or
             would be subject to the tax imposed on "prohibited transactions"
             under Section 860F of the Code (either such tax referred to herein
             as an "REO Tax"), such Mortgaged Property may be Directly Operated
             by the Special Servicer as REO Property;

                          (ii) Directly Operating such Mortgaged Property as an
             REO Property could result in income from such property that would
             be subject to an REO Tax, but that a lease of such property to
             another party to operate such property, or the performance of some
             services by an Independent Contractor with respect to such
             property, or another method of operating such property would not
             result in income subject to an REO Tax, then the Special Servicer
             may (provided, that in the good faith and reasonable judgment of
             the Special Servicer, it is commercially feasible) acquire such
             Mortgaged Property as REO Property and so lease or operate such REO
             Property; or

                          (iii) Directly Operating such property as REO Property
             could result in income subject to an REO Tax and, in the good faith
             and reasonable judgment of the Special Servicer, that no
             commercially feasible means exists to operate such property as REO
             Property without the Trust Fund incurring or possibly incurring an
             REO Tax on income from such property, the Special Servicer shall
             deliver to the Trustee, in writing, a



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             proposed plan (the "Proposed Plan") to manage such property as REO
             Property. Such plan shall include potential sources of income, and
             to the extent commercially feasible, estimates of the amount of
             income from each such source. Within a reasonable period of time
             after receipt of such plan, the Trustee shall consult with the
             Special Servicer and shall advise the Special Servicer of the Trust
             Fund's federal income tax reporting position with respect to the
             various sources of income that the Trust Fund would derive under
             the Proposed Plan. In addition, the Trustee shall (to the maximum
             extent possible) advise the Special Servicer of the estimated
             amount of taxes that the Trust Fund would be required to pay with
             respect to each such source of income. After receiving the
             information described in the two preceding sentences from the
             Trustee, the Special Servicer shall either (A) implement the
             Proposed Plan (after acquiring the respective Mortgaged Property as
             REO Property) or (B) manage and operate such property in a manner
             that would not result in the imposition of an REO Tax on the income
             derived from such property.

                  The Special Servicer's decision as to how each REO Property
shall be managed and operated shall in any event be based on the good faith and
reasonable judgment of the Special Servicer as to which means would (to the
extent commercially feasible) maximize the net after-tax REO Revenues received
by the Trust Fund with respect to such property without materially and adversely
affecting the Special Servicer's ability to sell such REO Property in accordance
with this Agreement and, to the extent consistent with the foregoing, in
accordance with the Servicing Standard. Both the Special Servicer and the
Trustee may consult with counsel knowledgeable in such matters at the expense of
the Trust Fund in connection with determinations required under this Section
3.17(a). Neither the Special Servicer nor the Trustee shall be liable to the
Certificateholders, the Trust Fund, the other parties hereto or each other for
errors in judgment made in good faith in the reasonable exercise of their
discretion while performing their respective responsibilities under this Section
3.17(a) or, to the extent it relates to federal income tax consequences for the
Trust Fund, Section 3.17(b) below. Nothing in this Section 3.17(a) is intended
to prevent the sale of a Defaulted Mortgage Loan or REO Property pursuant to the
terms and subject to the conditions of Section 3.18.

                  (b) If title to any REO Property is acquired, the Special
Servicer shall manage, conserve, protect and operate such REO Property for the
benefit of the Certificateholders solely for the purpose of its prompt
disposition and sale in a manner that does not cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or, except as permitted by Section 3.17(a), result in the receipt by
the Trust Fund of any "income from non-permitted assets" within the meaning of
Section 860F(a)(2)(B) of the Code or any "net income from foreclosure property"
which is subject to taxation under the REMIC Provisions. Subject to the
foregoing, however, the Special Servicer shall have full power and authority to
do any and all things in connection therewith as are in the best interests of
and for the benefit of the Certificateholders (as determined by the Special
Servicer in its good faith and reasonable judgment) and, consistent therewith,
shall withdraw from the REO Account, to the extent of amounts on deposit therein
with respect to each REO Property, funds necessary for the proper operation,
management, maintenance and disposition of such REO Property, including, without
limitation:



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

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

                          (iii) any ground rents in respect of such REO
             Property; and

                          (iv) all costs and expenses necessary to maintain such
             REO Property.

To the extent that amounts on deposit in the REO Account in respect of any REO
Property are insufficient for the purposes set forth in the prior sentence with
respect to such REO Property, the Special Servicer shall advance such amount as
is necessary for such purposes (which advances shall be Servicing Advances)
unless (as evidenced by an Officer's Certificate delivered to the Trustee) such
advances would, if made, constitute Nonrecoverable Servicing Advances; provided,
however, that the Special Servicer shall make any such Servicing Advance if it
is a necessary fee or expense incurred in connection with the defense or
prosecution of legal proceedings and such advance will be deemed to constitute a
recoverable Servicing Advance.

                  (c) The Special Servicer may contract with any Independent
Contractor for the operation and management of any REO Property, provided that:

                          (i) the terms and conditions of any such contract may
             not be inconsistent herewith and shall reflect an agreement reached
             at arm's length;

                          (ii) the fees of such Independent Contractor (which
             shall be an expense of the Trust Fund) shall be reasonable and
             customary in light of the nature and locality of the REO Property;

                          (iii) any such contract shall require, or shall be
             administered to require, that the Independent Contractor (A) pay,
             out of related REO Revenues, all costs and expenses incurred in
             connection with the operation and management of such REO Property,
             including, without limitation, those listed in subsection (b)
             hereof, and (B) remit all related REO Revenues (net of its fees and
             such costs and expenses) to the Special Servicer;

                          (iv) none of the provisions of this Section 3.17(c)
             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 hereunder with
             respect to the operation and management of any such REO Property;
             and

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

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for



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indemnification of the Special Servicer by such Independent Contractor, and
nothing in this Agreement shall be deemed to limit or modify such
indemnification.

                  SECTION 3.18  Sale of Defaulted Mortgage Loans and REO
                                Properties.

                  (a) The parties hereto may sell or purchase, or permit the
sale or purchase of, a Mortgage Loan, Companion Loan or REO Property only on the
terms and subject to the conditions set forth in this Section 3.18 or as
otherwise expressly provided in or contemplated by Sections 2.03(a) and 9.01,
and in the case of any Companion Loan, the related Intercreditor Agreement.

                  (b) In the event that any Mortgage Loan or Loan Group becomes
a Defaulted Mortgage Loan and the Special Servicer has determined in good faith
that such Defaulted Mortgage Loan will become subject to foreclosure
proceedings, the Special Servicer shall promptly so notify, in writing, the
Master Servicer and the Trustee, and the Trustee shall so notify, in writing,
within 10 days after receipt of its notice, the Holders of the Controlling Class
(including, in the case of any Loan Group, the holders of the Controlling Class
of Class S Certificates). The Majority Certificateholder of the Controlling
Class (including, in the case of any Loan Group, the holders of the Controlling
Class of Class S Certificates) may at its (or their) option purchase from the
Trust Fund, at a price equal to the Purchase Price, any such Defaulted Mortgage
Loan (which shall include the Mortgage Loan and all Companion Loans if a Loan
Group is involved). The Purchase Price for any such Defaulted Mortgage Loan
purchased hereunder shall be deposited into the Collection Account, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Majority Certificateholder of such Controlling Class (or any
designee thereof), the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Majority Certificateholder of such Controlling Class
(or any designee thereof), ownership of such Defaulted Mortgage Loan (subject,
in the case of an Additional Servicing Fee Mortgage Loan to the rights of the
applicable Designated Sub-Servicer to sub-service such Mortgage Loan and the
rights of the applicable Designated Sub-Servicer, Archon Financial, L.P. and the
Master Servicer, as applicable, to receive or retain their applicable portion of
the Additional Servicing Fee, in each case, pursuant to the related Designated
Sub-Servicer Agreement). In connection with any such purchase, the Special
Servicer shall deliver the related Credit File to such Certificateholder(s).
Notwithstanding the above, if such Defaulted Mortgage Loan is a Loan Group, the
purchase option shall first be solely exercisable by the Majority
Certificateholder of the Controlling Class of the respective Loan Group's Class
S Certificates if any such class is outstanding. If the Majority
Certificateholder of the related Class S Certificates does not exercise such
option within the time limits set forth in this Section 3.18, the purchase
option will then be exercisable by the Majority Certificateholder of the
Controlling Class of Certificates other than the Class S Certificates pursuant
to this Section 3.18(b).

                  (c) If the Majority Certificateholder of the Controlling Class
has not purchased any such Defaulted Mortgage Loan within (x) 15 days of its
having received notice in respect thereof pursuant to the immediately preceding
subsection and, (y) in the case of any Defaulted Mortgage Loan that is a Loan
Group, an additional 15 day period allowed for the Majority Certificateholder of
the Controlling Class of Certificates other than the Class S



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Certificates to exercise its purchase option on any Defaulted Mortgage Loan that
was a Loan Group if the related Class S Certificateholder does not exercise its
purchase option as set forth in Section 3.18(b) either the Special Servicer or,
subject to the Special Servicer's prior rights in such regard, the Master
Servicer may at its option, within 15 days after receipt of such notice,
purchase such Defaulted Mortgage Loan from the Trust Fund, at a price equal to
the Purchase Price. The Purchase Price for any such Defaulted Mortgage Loan
purchased hereunder shall be deposited into the Collection Account except that,
in the case of any purchase by a Class S Certificateholder, the portion of the
Purchase Price for any Loan Group attributable to the related Companion Loan
shall be deposited directly into the related Companion Loan Subaccount, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Master Servicer or the Special Servicer, as applicable, the
related Mortgage File, and shall execute and deliver at the expense of the
purchasing party such instruments of transfer or assignment, in each case
without recourse, representation or warranty, as shall be necessary to vest in
the Master Servicer or the Special Servicer, as applicable, such Defaulted
Mortgage Loan (subject, in the case of an Additional Servicing Fee Mortgage Loan
to the rights of the applicable Designated Sub-Servicer to sub-service such
Mortgage Loan and the rights of the applicable Designated Sub-Servicer, Archon
Financial, L.P. and the Master Servicer, as applicable, to receive or retain
their applicable portion of the Additional Servicing Fee, in each case, pursuant
to the related Designated Sub-Servicer Agreement). In connection with any such
purchase by the Master Servicer, the Special Servicer shall deliver the related
Credit File to the Master Servicer.

                  (d) The Special Servicer may offer to sell any such Defaulted
Mortgage Loan not otherwise purchased by the Majority Certificateholder of the
Controlling Class (or the Controlling Class of Class S Certificates), the Master
Servicer or the Special Servicer pursuant to subsection (b) or (c) above (and
subject to the rights of Designated Sub-Servicers as set forth therein), if and
when the Special Servicer determines, consistent with the Servicing Standard,
that such a sale would produce a greater recovery to Certificateholders on a
present value basis than would liquidation of the related Mortgaged Property.
Such offering shall be made in a commercially reasonable manner (which, for
purposes hereof, includes an offer to sell without representation or warranty
other than customary warranties of title, loan status, condition and similar
customary matters, if liability for breach thereof is limited to recourse
against the Trust Fund) for a period of not less than 10 days or more than 90
days. Unless the Special Servicer determines that acceptance of any offer would
not be in the best economic interests of the Trust Fund, the Special Servicer
shall accept the highest cash offer received from any Person that constitutes a
fair price for such Mortgage Loan or Loan Group. In the absence of any offer
determined as provided below to be fair, the Special Servicer shall proceed with
respect to such Defaulted Mortgage Loan in accordance with Section 3.09 and,
otherwise, in accordance with the Servicing Standard.

                  The Special Servicer shall use reasonable efforts to solicit
offers for each REO Property on behalf of the Certificateholders, in such manner
as will be reasonably likely to realize a fair price within the time period
provided for by Section 3.16(a). The Special Servicer shall accept the first
(and, if multiple bids are contemporaneously received, highest) cash bid
received from any Person that constitutes a fair price for such REO Property. If
the Special Servicer determines, in its good faith and reasonable judgment, that
it will be unable to realize a fair price for any REO Property within the time
constraints imposed by Section 3.16(a), then the



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Special Servicer shall dispose of such REO Property upon such terms and
conditions as the Special Servicer shall deem necessary and desirable to
maximize the recovery thereon under the circumstances and, in connection
therewith, shall accept the highest outstanding cash bid, regardless of from
whom received. The Liquidation Proceeds (net of related Liquidation Expenses)
for any REO Property purchased hereunder shall be deposited in the Collection
Account, except that any portion of proceeds consisting of Excess Liquidation
Proceeds shall be deposited in the Excess Liquidation Proceeds Reserve Account.

                  The Special Servicer shall give the Trustee and the Master
Servicer not less than three Business Days' prior written notice of its
intention to sell any Defaulted Mortgage Loan or REO Property. No Interested
Person shall be obligated to submit a bid to purchase any Defaulted Mortgage
Loan or REO Property, and 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 any REO Property pursuant
hereto.

                  (e) Whether any cash bid constitutes a fair price for any
Defaulted Mortgage Loan or REO Property, as the case may be, for purposes of
Section 3.18(d), shall be determined by the Special Servicer, if the highest
bidder is a Person other than an Interested Person, and by the Trustee, if the
highest bidder is an Interested Person; provided, however, that no bid from an
Interested Person shall constitute a fair price unless (i) it is the highest bid
received and (ii) at least two other bids are received from independent third
parties. In determining whether any offer received from an Interested Person
represents a fair price for any such Mortgage Loan, Loan Group or REO Property,
the Trustee shall be supplied with and shall rely on the most recent Appraisal
or updated Appraisal conducted in accordance with this Agreement within the
preceding 12-month period or, in the absence of any such Appraisal, on a
narrative appraisal prepared by a Qualified Appraiser retained by the Special
Servicer. Such appraiser shall be selected by the Special Servicer if the
Special Servicer is not making an offer with respect to a Defaulted Mortgage
Loan or REO Property and shall be selected by the Master Servicer if the Special
Servicer is making such an offer. The cost of any such narrative appraisal shall
be covered by, and shall be reimbursable as, a Servicing Advance. In determining
whether any offer from a Person other than an Interested Person constitutes a
fair price for any such Mortgage Loan, Loan Group or REO Property, the Special
Servicer shall take into account (in addition to the results of any Appraisal,
updated Appraisal or narrative Appraisal that it may have obtained pursuant to
this Agreement within the prior 12 months), and in determining whether any offer
from an Interested Person constitutes a fair price for any such Mortgage Loan or
REO Property, any appraiser shall be instructed to take into account, as
applicable, among other factors, the period and amount of any delinquency on the
affected Defaulted Mortgage Loan, the occupancy level and physical condition of
the Mortgaged Property or REO Property, the state of the local economy and the
obligation to dispose of any REO Property within the time period specified in
Section 3.16(a). The Purchase Price for any Defaulted Mortgage Loan or REO
Property shall in all cases be deemed a fair price.

                  (f) Subject to subsections (a) through (e) above, the Special
Servicer shall act on behalf of the Trust Fund in negotiating and taking any
other action necessary or appropriate in connection with the sale of any
Defaulted Mortgage Loan or REO Property, and the collection of all amounts
payable in connection therewith. In connection therewith, the Special Servicer
may charge prospective offerors, and may retain, fees that approximate the
Special Servicer's actual



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costs in the preparation and delivery of information pertaining to such sales or
exchanging offers without obligation to deposit such amounts into the Collection
Account. Any sale of a Defaulted Mortgage Loan or any REO Property shall be
final and without recourse to the Trustee or the Trust Fund (except such
recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any prorations applied thereto and any
customary closing matters), and if such sale is consummated in accordance with
the terms of this Agreement, none of the Special Servicer, the Master Servicer,
the Depositor or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or
the Trustee.

                  (g) Any sale of a Defaulted Mortgage Loan or any REO Property
shall be for cash only (unless, as evidenced by an Opinion of Counsel, a sale
for other consideration will not cause an Adverse REMIC Event).

                  (h) Notwithstanding any of the foregoing paragraphs of this
Section 3.18, the Special Servicer shall not be obligated to accept the highest
cash offer if the Special Servicer determines, in its reasonable and good faith
judgment, that rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer (from
any Person other than itself or an Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the
terms offered by the prospective buyer making the lower offer are more
favorable).

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

                  (a) In connection with each Adjustable Rate Mortgage Loan
(and, if and to the extent applicable, any successor REO Loan), the Master
Servicer shall calculate adjustments in the Mortgage Rate and the Monthly
Payment and shall notify the Mortgagor of such adjustments, all in accordance
with the Mortgage Note and applicable law. In the event the Index for any
Adjustable Rate Mortgage Loan (or successor REO Loan) is not published or is
otherwise unavailable, the Master Servicer shall select a comparable alternative
index with respect to such Adjustable Rate Mortgage Loan (or successor REO Loan)
over which it has no direct control, which is readily verifiable and which is
acceptable under the terms of the related Mortgage Note.

                  (b) The Master Servicer and the Special Servicer, as
applicable, shall each deliver to the other and to the Trustee (for inclusion in
the Mortgage File) copies of all Appraisals, environmental reports and
engineering reports (or, in each case, updates thereof) obtained with respect to
any Mortgaged Property or REO Property.

                  (c) No more frequently than once per calendar month, the
Special Servicer may require the Master Servicer, and the Master Servicer shall
be obligated, subject to the second following paragraph, to reimburse the
Special Servicer for any Servicing Advances made by but not previously
reimbursed to the Special Servicer, and to pay the Special Servicer interest
thereon at the Reimbursement Rate from the date made to, but not including, the
date of



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reimbursement. Such reimbursement and any accompanying payment of Advance
Interest shall be made within ten (10) days of the request therefor by wire
transfer of immediately available funds to an account designated by the Special
Servicer. Upon the Master Servicer's reimbursement to the Special Servicer of
any Servicing Advance and payment to the Special Servicer of interest thereon,
all in accordance with this Section 3.19(c), the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the
same time as the Special Servicer originally made such Advance, and accordingly,
the Master Servicer shall be entitled to reimbursement for such Advance,
together with interest thereon, at the same time, in the same manner and to the
same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance.

                  Notwithstanding anything to the contrary contained in this
Agreement, if the Special Servicer is required under this Agreement to make any
Servicing Advance but does not desire to do so, the Special Servicer may, in its
sole discretion, request that the Master Servicer make such Advance, such
request to be made in writing and in a timely manner that does not materially
and adversely affect the interests of any Certificateholder. Subject to the
following paragraph, the Master Servicer shall have the obligation to make any
such Servicing Advance that it is requested by the Special Servicer to make
within ten days of the Master Servicer's receipt of such request. The Special
Servicer shall be relieved of any obligations with respect to an Advance that it
requests the Master Servicer to make (regardless of whether or not the Master
Servicer shall make such Advance). The Master Servicer shall be entitled to
reimbursement for any Servicing Advance made by it at the direction of the
Special Servicer, together with Advance Interest thereon, at the same time, in
the same manner and to the same extent as the Master Servicer is entitled with
respect to any other Servicing Advance made thereby. If the Special Servicer
makes any Servicing Advances in accordance with the terms of this Agreement, the
Special Servicer shall notify the Master Servicer in writing within one Business
Day of any such Servicing Advance.

                  Notwithstanding the foregoing provisions of this Section
3.19(c), the Master Servicer shall not be required to make at the Special
Servicer's direction, or to reimburse the Special Servicer for, any Servicing
Advance if the Master Servicer determines in its reasonable, good faith judgment
that the Servicing Advance which the Special Servicer is directing the Master
Servicer to make or to reimburse to the Special Servicer hereunder either (y)
although not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is or would be, if made, a Nonrecoverable Servicing Advance, or (z) the
making of such advance was or would be in violation of the Servicing Standard or
the terms and conditions of this Agreement. The Master Servicer shall notify the
Special Servicer in writing of such determination. Such notice shall not
obligate the Special Servicer to make any such proposed Servicing Advance.

                  (d) Upon the earliest of (i) the date on which any Mortgage
Loan or Loan Group becomes a Modified Mortgage Loan, (ii) the 90th day following
the occurrence of any uncured delinquency in Monthly Payments with respect to
any Mortgage Loan or Companion Loan, (iii) the date on which a receiver is
appointed and continues in such capacity in respect of the Mortgaged Property
securing any Mortgage Loan or Loan Group and (iv) the date on which the
Mortgaged Property securing any Mortgage Loan or Loan Group becomes an REO
Property (each such Mortgage Loan, Loan Group and any related REO Loan, a
"Required Appraisal Loan"), the Special Servicer, shall request and, within 30
days of the occurrence of such event



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(or such longer period as the Special Servicer is (as certified thereby to the
Trustee in writing) diligently and in good faith proceeding to obtain such)
obtain an Appraisal of the related Mortgaged Property; provided, however, that
such Appraisal shall not be required if an Appraisal of the Mortgaged Property
had previously been obtained within the prior twelve months, unless the Special
Servicer determines that such previously obtained Appraisal is materially
inaccurate. The cost of any such Appraisal shall be covered by, and reimbursable
as, a Servicing Advance.

                  With respect to each Required Appraisal Loan (unless such loan
has become a Corrected Mortgage Loan and no other Servicing Transfer Event, or
other event that would cause the loan to be a Required Appraisal Loan, has
occurred), the Special Servicer shall, within 30 days of each anniversary of
such loan's becoming a Required Appraisal Loan, order an update of the prior
Appraisal (the cost of which will be covered by, and reimbursable as, a
Servicing Advance). Based upon such Appraisal, the Special Servicer shall
determine and report to the Trustee the Appraisal Reduction Amount, if any, with
respect to such loan. The Special Servicer shall deliver a copy of any such
Appraisal to the Master Servicer.

                  Notwithstanding the foregoing, if a Required Appraisal Loan
has a principal balance of less than $2,000,000, a desktop estimation of value
may be substituted for any Appraisal otherwise required pursuant to this Section
3.19(d).

                  (e) The Master Servicer shall deliver to the Trustee (x) for
deposit in the Certificate Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor, an amount equal to
the aggregate of all Balloon Payment Interest Shortfalls incurred in connection
with Balloon Payments received in respect of the Mortgage Loans during the most
recently ended Collection Period and (y) for deposit in the applicable Companion
Loan Distribution Account on each Master Servicer Remittance Date, without any
right of reimbursement therefor, an amount equal to the aggregate of all Balloon
Payment Interest Shortfalls incurred in connection with Balloon Payments
received in respect of the related Companion Loan during the most recently ended
Collection Period.

                  (f) The Master Servicer shall deliver to the Trustee (x) for
deposit in the Certificate Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor, an amount equal to
the lesser of (i) the aggregate of all Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received in respect of the Mortgage
Loans during the most recently ended Collection Period, and (ii) the aggregate
Master Servicing Fees accrued on the Mortgage Loans received by the Master
Servicer during such Collection Period and (y) for deposit in the applicable
Companion Loan Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement therefor, an amount equal to the lesser of
(i) the aggregate of all Prepayment Interest Shortfalls incurred in connection
with Principal Prepayments received in respect of the applicable Companion Loans
during the most recently ended Collection Period, and (ii) the aggregate Master
Servicing Fees accrued on such Companion Loan received by the Master Servicer
during such Collection Period.

                  (g) With respect to all ARD Loans, the Master Servicer shall
apply all Monthly Payments and any other sums due, in accordance with the terms
of the related ARD Loan.



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                  (h) Subject to Section 3.20(a)(iv), with respect to all ARD
Loans, the Master Servicer and the Special Servicer shall not take any
enforcement action with respect to the payment of Excess Interest or principal
in excess of the principal component of the constant Monthly Payment, other than
request for collection, until the maturity date of the related Mortgage Loan.
The foregoing shall not limit the Servicer and Special Servicer's obligation to
establish or direct the related Mortgagor to establish a Lock-Box Account
pursuant to Section 3.24.

                  (i) The Master Servicer shall be entitled to waive the
application of any provision in any ARD Loan that requires that the property
manager of the related Mortgaged Property be discharged if such ARD Loan is not
paid in full on its Anticipated Repayment Date.

                  (j) With respect to each Mortgage Loan and Companion Loan that
upon the occurrence of certain events permits the Master Servicer to apply the
proceeds of the release of any earnout reserve to the exercise of a Defeasance
Option, the Master Servicer shall only exercise such Defeasance Option in
accordance with Section 3.08 of this Agreement.

                  (k) To the extent consistent with the terms of the applicable
Mortgage Loan or Companion Loan, the Master Servicer shall exercise its option
to apply any proceeds of the release of the related earnout reserve to the
prepayment or defeasance, as applicable, of such Mortgage Loan or Loan Group.

                  (l) Upon the application of the proceeds of the release of any
earnout reserve to the prepayment of the related Mortgage Loan or Loan Group,
the Master Servicer shall calculate, based upon the Maturity Date, Mortgage Rate
and remaining outstanding principal balance of such Mortgage Loan or Loan Group,
a revised schedule upon which the remaining amount of principal and interest due
upon such Mortgage Loan or Loan Group shall be amortized until its Maturity
Date. The Master Servicer shall deliver a copy of such revised amortization
schedule to the related Mortgagor with an instruction to thereafter make Monthly
Payments in accordance with the revised schedule.

                  (m) The Master Servicer shall provide written direction to
each lessor under a Ground Lease requesting that upon any default by the lessee,
notice thereof be provided to the Master Servicer to the extent required by the
Ground Lease.

                  (n) [Intentionally Omitted]

                  (o) The Master Servicer and the Special Servicer shall take
all such action as may be required to comply with the terms and conditions
precedent to payment of claims under the Environmental Policy and in order to
maintain, in full force and effect, such policy. Neither the Master Servicer nor
the Special Servicer shall agree to amend the Environmental Policy unless it
shall have obtained Rating Agency Confirmation with respect to such amendment.
In addition, the Master Servicer shall notify each Rating Agency of any claim
under the Environmental Policy.

                  (p) With respect to any fees payable to a Rating Agency in
connection with an assumption the Master Servicer or Special Servicer, as
applicable, shall not approve any assumption without requiring the Mortgagor to
pay any fees associated with any Rating Agency



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Confirmation, to the extent permitted or required under the applicable Mortgage
Loan or Companion Loan documents and otherwise consistent with the Servicing
Standard.

                  SECTION 3.20  Modifications, Waivers, Amendments and Consents.

                  (a) The Master Servicer and the Special Servicer each may
agree to any modification, waiver or amendment of any term of, forgive interest
on and principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the Mortgagor
on or any guarantor of any Mortgage Loan or Loan Group it is required to service
and administer hereunder, without the consent of the Trustee, any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

                          (i) other than as provided in Sections 3.02 and 3.08,
             the Master Servicer (in such capacity) shall not agree to any
             modification, waiver or amendment of any term of, or take any of
             the other acts referenced in this Section 3.20(a) with respect to,
             any Mortgage Loan or Loan Group that would (A) affect the amount or
             timing of any related payment of principal, interest or other
             amount payable thereunder, (B) affect the obligation of the related
             Mortgagor to pay any Prepayment Premium or permit a Principal
             Prepayment during any period when the terms of the Mortgage Loan or
             Loan Group prohibit the making of Principal Prepayments or, (C) in
             the Master Servicer's good faith and reasonable judgment,
             materially impair the security for such Mortgage Loan or Loan Group
             or reduce the likelihood of timely payment of amounts due thereon;
             the Special Servicer (in such capacity) may, however, agree to any
             modification, waiver or amendment of any term of, or take any of
             the other acts referenced in this Section 3.20(a) with respect to,
             a Specially Serviced Mortgage Loan that would have any such effect,
             but only if, in the Special Servicer's reasonable and good faith
             judgment, a material default on such Mortgage Loan or Loan Group
             has occurred or a default in respect of payment on such Mortgage
             Loan or Loan Group is reasonably foreseeable, and such
             modification, waiver, amendment or other action is reasonably
             likely to produce a greater recovery to Certificateholders on a
             present value basis, than would liquidation;

                          (ii) any such action taken by the Special Servicer
             shall be accompanied by an Officer's Certificate to such effect and
             to which is attached the present value calculation which
             establishes the basis for such determination, a copy of which shall
             be delivered to the Trustee for delivery to the Rating Agencies;

                          (iii) neither the Master Servicer nor the Special
             Servicer may extend the Stated Maturity Date of any Mortgage Loan
             or Companion Loan beyond the date that is two years prior to the
             Rated Final Distribution Date and, in the case of any Mortgage Loan
             or Companion Loan that is secured solely by a Ground Lease, the
             Master Servicer or the Special Servicer, as the case may be, shall
             give due consideration to the remaining term of such Ground Lease
             prior to extending the Stated Maturity Date of the Mortgage Loan or
             Companion Loan;

                          (iv) neither the Master Servicer nor the Special
             Servicer shall make or permit any modification, waiver or amendment
             of any term of, or take any of the other



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             acts referenced in this Section 3.20(a) or clause (h) of Section
             3.19 with respect to, any Mortgage Loan or Companion Loan that
             would (A) cause REMIC I, REMIC II or REMIC III to fail to qualify
             as a REMIC under the Code or (subject to Section 10.01(f)) result
             in the imposition of any tax on "prohibited transactions" or
             "contributions" after the Startup Day of any such REMIC under the
             REMIC Provisions or (B) cause any Mortgage Loan or Companion Loan
             to cease to be a "qualified mortgage" within the meaning of Section
             860G(a)(3) of the Code (neither the Master Servicer nor the Special
             Servicer shall be liable for judgments as regards decisions made
             under this subsection which were made in good faith and, unless it
             would constitute bad faith or negligence to do so, each of the
             Master Servicer and the Special Servicer may rely on opinions of
             counsel in making such decisions);

                          (v) neither the Master Servicer nor the Special
             Servicer shall permit any Mortgagor to add or substitute any
             collateral for an outstanding Mortgage Loan or Loan Group, which
             collateral constitutes real property, unless the Master Servicer or
             the Special Servicer, as the case may be, shall have first
             determined, in its reasonable and good faith judgment, based upon
             an Environmental Assessment performed within the twelve months
             prior to such determination (and such additional environmental
             testing as the Master Servicer or Special Servicer, as the case may
             be, deems necessary and appropriate) prepared by an Independent
             Person who regularly conducts Environmental Assessments (and such
             additional environmental testing), at the expense of the Mortgagor,
             that such additional or substitute collateral is in compliance with
             applicable environmental laws and regulations and that there are no
             circumstances or conditions present with respect to such new
             collateral relating to the use, management or disposal of any
             Hazardous Materials for which investigation, testing, monitoring,
             containment, clean-up or remediation would be required under any
             then applicable environmental laws and/or regulations;

                          (vi) neither the Master Servicer nor the Special
             Servicer shall release or substitute any collateral securing an
             outstanding Mortgage Loan or Loan Group except as provided in
             Sections 3.08 and 3.09(d) and except in the case of a release where
             (A) the use of the collateral to be released will not, in the
             Master Servicer's or Special Servicer's, as the case may be, good
             faith and reasonable judgment, materially and adversely affect the
             Net Operating Income being generated by or the use of the related
             Mortgaged Property, (B) there is a corresponding principal paydown
             of such Mortgage Loan or Loan Group in an amount at least equal to,
             or a delivery of substitute collateral with an Appraised Value at
             least equal to, the Appraised Value of the collateral to be
             released, (C) the remaining Mortgaged Property and any substitute
             collateral is, in the Master Servicer's or Special Servicer's, as
             the case may be, good faith and reasonable judgment, adequate
             security for the remaining Mortgage Loan or Loan Group and (D) the
             Master Servicer or Special Servicer, as applicable, has received
             Rating Agency Confirmation with respect to such release or
             substitution; provided that (x) the limitations, conditions and
             restrictions set forth in clauses (i) through (vi) above shall not
             apply to any modification of any term of any Mortgage Loan or Loan
             Group or any other acts referenced in this Section 3.20(a) that is
             required under the terms of such Mortgage Loan or Loan Group in
             effect on the Closing Date and that is solely within the control of
             the related Mortgagor, and (y) notwithstanding clauses (i) through
             (vi) above, neither the



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             Master Servicer nor the Special Servicer shall be required to
             oppose the confirmation of a plan in any bankruptcy or similar
             proceeding involving a Mortgagor if in their reasonable and good
             faith judgment such opposition would not ultimately prevent the
             confirmation of such plan or one substantially similar. Neither the
             Master Servicer nor the Special Servicer may extend the Maturity
             Date on any Mortgage Loan or Loan Group except pursuant to this
             Section 3.20(a) or as otherwise required under the related loan
             documents; and

                          (vii) the Master Servicer shall not consent to any
             assumption of a Mortgage Loan or Loan Group or release of any
             earnout reserve amounts with respect to any Specified Earnout
             Reserve Loan unless the Special Servicer shall have approved such
             assumption or release in writing.

                  (b) Neither the Master Servicer nor the Special Servicer shall
have any liability to the Trust Fund, the Certificateholders or any other Person
if its analysis and determination that the modification, waiver, amendment or
other action contemplated by Section 3.20(a) is reasonably likely to produce a
greater recovery to Certificateholders on a present value basis than would
liquidation, should prove to be wrong or incorrect, so long as the analysis and
determination were made on a reasonable basis in good faith by the Master
Servicer or Special Servicer and the Master Servicer or Special Servicer was not
negligent in ascertaining the pertinent facts. The Master Servicer shall not
have any liability to the Trust Fund, the Certificateholders or any other Person
with respect to the Special Servicer's approval, disapproval or delay in
processing any assumption or earnout release as provided in Section
3.20(a)(vii).

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

                  (d) The Master Servicer and, with respect to a Specially
Serviced Mortgaged Loan, the Special Servicer each may, as a condition to its
granting any request by a Mortgagor for consent, modification, waiver or
indulgence or any other matter or thing, the granting of which is within the
Master Servicer's or the Special Servicer's discretion pursuant to the terms of
the instruments evidencing or securing the related Mortgage Loan or Loan Group
and is permitted by the terms of this Agreement, require that such Mortgagor pay
to it, as additional servicing compensation, a reasonable or customary fee (not
to exceed 1.0% of the unpaid principal balance of the related Mortgage Loan or
Loan Group) for the additional services performed in connection with such
request, together with any related costs and expenses incurred by it.

                  (e) Except for waivers of Penalty Charges and notice periods,
all material modifications, waivers and amendments of the Mortgage Loans or Loan
Groups entered into pursuant to this Section 3.20 shall be in writing.



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                  (f) Each of the Master Servicer and the Special Servicer shall
notify the Trustee and such other party, in writing, of any modification, waiver
(other than a waiver of Penalty Charges) or amendment of any term of any
Mortgage Loan or Loan Group and the date thereof, and shall deliver to the
Trustee or the related Custodian for deposit in the related Mortgage File, an
original counterpart of the agreement relating to such modification, waiver or
amendment, promptly (and in any event within 10 Business Days) following the
execution thereof.

                  SECTION 3.21  Transfer of Servicing Between Master Servicer
                                and Special Servicer; Record Keeping.

                  (a) Upon determining that a Servicing Transfer Event has
occurred with respect to any Mortgage Loan or Loan Group and if the Master
Servicer is not also the Special Servicer, the Master Servicer shall promptly
give notice thereof, and deliver the related Servicing File, to the Special
Servicer and shall use reasonable efforts to provide the Special Servicer with
all information, documents (or copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating
to the Mortgage Loan or Loan Group and reasonably requested by the Special
Servicer to enable it to assume its functions hereunder with respect thereto
without acting through a Sub-Servicer. The Master Servicer shall use reasonable
efforts to comply with the preceding sentence within five Business Days of the
occurrence of each related Servicing Transfer Event. The Special Servicer may,
as to any delinquent Mortgage Loan or Loan Group, prior to the occurrence of a
Servicing Transfer Event with respect thereto, request and obtain the foregoing
documents and information.

                  Upon determining that a Specially Serviced Mortgage Loan has
become a Corrected Mortgage Loan and if the Master Servicer is not also the
Special Servicer, the Special Servicer shall promptly give notice thereof, and
return the related Servicing File, to the Master Servicer and upon giving such
notice, and returning such Servicing File, to the Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan or Loan Group, and the
Special Servicer's right to receive the Special Servicing Fee with respect to
such Mortgage Loan or Loan Group, shall terminate, and the obligations of the
Master Servicer to service and administer such Mortgage Loan or Loan Group in
accordance with this Agreement shall resume.

                  Notwithstanding other provisions in this Agreement to the
contrary, the Master Servicer shall remain responsible for the billing and
collection, accounting, data collection, reporting and other basic Master
Servicer administrative functions with respect to Specially Serviced Mortgage
Loans, provided that the Special Servicer shall establish procedures for the
Master Servicer as to the application of receipts and tendered payments and
shall have the exclusive responsibility for and authority over all contacts with
and notices to Mortgagors and similar matters relating to each Specially
Serviced Mortgage Loan and the related Mortgaged Property.

                  (b) In servicing any Specially Serviced Mortgage Loans, the
Special Servicer shall provide to the Trustee originals of documents included
within the definition of "Mortgage File" for inclusion in the related Mortgage
File (with a copy of each such original to the Master Servicer), and copies of
any additional related Mortgage Loan or Loan Group information, including
correspondence with the related Mortgagor.



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                  (c) Notwithstanding anything in this Agreement to the
contrary, in the event that the Master Servicer and the Special Servicer are the
same Person, all notices, certificates, information and consents required to be
given by the Master Servicer to the Special Servicer or vice versa shall be
deemed to be given without the necessity of any action on such Person's part.

                  SECTION 3.22  Sub-Servicing Agreements.

                  (a) The Master Servicer and the Special Servicer may each
enter into Sub-Servicing Agreements for the servicing and administration of all
or a part of the Mortgage Loans or Loan Groups for which it is responsible
hereunder, provided that, in each case, the Sub-Servicing Agreement: (i) is not
inconsistent with this Agreement and shall provide that the Sub-Servicer will
maintain errors and omissions insurance and fidelity bond coverage as required
of the Master Servicer or the Special Servicer (whichever retained it) under
Section 3.07 hereof; (ii) provides that if the Master Servicer or the Special
Servicer, as the case may be, shall for any reason no longer be the Master
Servicer or Special Servicer, as applicable, hereunder (including, without
limitation, by reason of an Event of Default or their termination hereunder),
the Trustee, its designee or any successor Master Servicer or Special Servicer
may thereupon assume all of the rights and, except to the extent they arose
prior to the date of assumption, obligations of the Master Servicer or the
Special Servicer, as the case may be, under such agreement; (iii) in the case of
a Sub-Servicing Agreement entered into by the Master Servicer, expressly or
effectively provides that (if the Master Servicer and the Special Servicer are
not the same Person) such agreement shall terminate with respect to any Mortgage
Loan or Loan Group serviced thereunder at the time such Mortgage Loan or Loan
Group becomes a Specially Serviced Mortgage Loan (provided that, if any
Additional Servicing Fee Mortgage Loan becomes a Specially Serviced Mortgage
Loan, the applicable Designated Sub-Servicer, Archon Financial, L.P. and the
Master Servicer, as the case may be, shall be entitled to continue to receive or
retain their applicable portion of the Additional Servicing Fee with respect to
such Mortgage Loan or Loan Group pursuant to the related Designated Sub-Servicer
Agreement); (iv) requires that the Master Servicer or the Special Servicer, as
the case may be, consent to any modification to the terms of a Mortgage Loan
pursuant to Section 3.20; (v) does not permit the Sub-Servicer any direct rights
of indemnification that may be satisfied out of assets of the Trust Fund; and
(vi) in the case of a Sub-Servicing Agreement entered into by the Special
Servicer, relates only to Specially Serviced Mortgage Loans or REO Properties
and expressly or effectively provides that (if the Master Servicer and the
Special Servicer are not the same Person) such agreement shall terminate with
respect to any such Mortgage Loan or Loan Group that becomes a Corrected
Mortgage Loan. Termination penalties or fees incurred under any such
Sub-Servicing Agreement shall not be an obligation of, or expense chargeable to,
the Certificateholders or the Trust Fund. References in this Agreement to
actions taken or to be taken by the Master Servicer or the Special Servicer, as
the case may be, include actions taken or to be taken by a Sub-Servicer on
behalf of the Master Servicer or the Special Servicer, as the case may be; and,
in connection therewith, all amounts advanced by any Sub-Servicer to satisfy the
obligations of the Master Servicer or the Special Servicer, as the case may be,
hereunder to make Servicing Advances and Delinquency Advances shall be deemed to
have been advanced by the Master Servicer or the Special Servicer, as the case
may be, out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer in the same manner and out of the same funds as
if such Sub-Servicer were the Master Servicer or the Special Servicer, as the
case may be, and, for so long as they are outstanding, such Advances shall
accrue interest in accordance with Section 3.11(f) or Section



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4.03(d), as applicable, such interest to be allocable between the Master
Servicer or the Special Servicer, as the case may be, and such Sub-Servicer as
they may agree. For purposes of this Agreement, the Master Servicer and the
Special Servicer each shall be deemed to have received any payment when the
Sub-Servicer receives such payment.

                  (b) Each Sub-Servicer shall be authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law.

                  (c) As part of its servicing activities hereunder, the Master
Servicer and the Special Servicer, for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders
or the Trust Fund) monitor the performance and enforce the obligations of each
Sub-Servicer retained by it under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time by the Master Servicer and the
Special Servicer in accordance with the Servicing Standard.

                  (d) In the event the Trustee, its designee or any successor
Master Servicer or Special Servicer assumes the rights and obligations of the
Master Servicer or the Special Servicer under any Sub-Servicing Agreement, the
Master Servicer or the Special Servicer, as the case may be, at its expense
shall, upon request of the Trustee, deliver to the assuming party all documents
and records relating to such Sub-Servicing Agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected and held on
behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.

                  (e) Notwithstanding any Sub-Servicing Agreement, the Master
Servicer and the Special Servicer each shall remain obligated and liable to the
Trustee and the Certificateholders for the servicing and administration of the
Mortgage Loans and Loan Groups in accordance with the provisions of this
Agreement to the same extent and under the same terms and conditions as if it
alone were servicing and administering the Mortgage Loans and Loan Groups for
which it is responsible.

                  SECTION 3.23  Designation of Special Servicer by the Majority
                                Certificateholder of the Controlling Class.

                  (a) The Majority Certificateholder of the Controlling Class,
may at any time and from time to time replace any existing Special Servicer or
any Special Servicer that has resigned or otherwise ceased to serve as Special
Servicer, including pursuant to Section 7.01. Such Holders shall so designate a
Person to so serve by the delivery to the Trustee of a written notice stating
such designation, subject to Rating Agency Confirmation. The Trustee shall,
promptly after receiving any such notice, so notify the Rating Agencies. The
designated Person shall become the Special Servicer as of the date the Trustee
shall have received: (i) written confirmation from the Rating Agencies stating
that if the designated Person were to serve as Special Servicer hereunder, none
of the then-current ratings of the outstanding Classes of the Certificates would
be qualified (including by placement on "negative credit watch"),



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downgraded or withdrawn; (ii) a written acceptance of all obligations of the
Special Servicer under this Agreement, executed by the designated Person; and
(iii) an Opinion of Counsel (at the expense of the Person designated to become
the Special Servicer or the Holders that made the designation) to the effect
that the designation of such Person to serve as Special Servicer is in
compliance with this Section 3.23 and all other applicable provisions of this
Agreement, that upon the execution and delivery of the written acceptance
referred to in the immediately preceding clause (ii), the designated Person
shall be bound by the terms of this Agreement and that this Agreement shall be
enforceable against the designated Person in accordance with its terms. The
existing Special Servicer shall be deemed to have resigned simultaneously with
such designated Person's becoming the Special Servicer hereunder; provided,
however, that (i) the resigning Special Servicer shall continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior
to the effective date of such resignation, whether in respect of Servicing
Advances or otherwise, and (ii) it and its directors, officers, employees and
agents shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such resignation. Such resigning Special Servicer shall
cooperate with the Trustee, the Master Servicer and the replacement Special
Servicer in effecting the termination of the resigning Special Servicer's
responsibilities and rights hereunder, including, without limitation, the
transfer within two Business Days to the replacement Special Servicer for
administration by it of all cash amounts that shall at the time be or should
have been deposited in the REO Account or delivered by the Special Servicer to
the Master Servicer or that are thereafter received with respect to Specially
Serviced Mortgage Loans and REO Properties.

                  (b) The Majority Certificateholder of the Controlling Class
will have no liability to the Trust or the Certificateholders for any action
taken, or for refraining from the taking of any action, in good faith pursuant
to this Agreement, or for errors in judgment. Each Holder and Certificate Owner
acknowledges and agrees, by its acceptance of its Certificates or an interest
therein, that the Majority Certificateholder of the Controlling Class may have
special relationships and interests that conflict with those of Holders and
Certificate Owners of one or more Classes of Certificates, that the Majority
Certificateholder of the Controlling Class may act solely in the interests of
the Holders and Certificate Owners of the Controlling Class, that the Majority
Certificateholder of the Controlling Class does not have any duties to the
Holders and Certificate Owners of any Class of Certificates other than the
Controlling Class, that the Majority Certificateholder of the Controlling Class
may take actions that favor interests of the Holders and Certificate Owners of
the Controlling Class over the interests of the Holders and Certificate Owners
of one or more other Classes of Certificates, and that the Majority
Certificateholder of the Controlling Class shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Majority Certificateholder of the Controlling Class or any director,
officer, employee, agent or principal thereof for having so acted.

                  (c) Notwithstanding the foregoing, if the Controlling Class
consists of Book-Entry Certificates, then the rights of the Holders of the
Controlling Class set forth above in this Section 3.23 may be exercised directly
by the relevant Certificate Owners, provided that the identity of such
Certificate Owners has been confirmed to the Trustee to its reasonable
satisfaction.



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                  SECTION 3.24  Lock-Box Accounts and Servicing Accounts.

                  (a) The Master Servicer shall administer each Lock-Box
Account, Cash Collateral Account and Servicing Account in accordance with the
related Mortgage Loan or Loan Group, Cash Collateral Account Agreement or
Lock-Box Agreement, if any.

                  (b) For any Mortgage Loan or Loan Group that provides that a
Lock-Box Account or Cash Collateral Account will be established upon the
occurrence of certain events specified in such Mortgage Loan or Loan Group, the
Master Servicer (or, with respect to any Specially Serviced Loan, the Special
Servicer) shall use reasonable efforts to establish or cause to be established
such Lock-Box Account upon the occurrence of such events unless the Master
Servicer (or the Special Servicer, as applicable) determines, in accordance with
the Servicing Standards, that such Lock-Box Account should not be established.
Notwithstanding the foregoing, the Master Servicer (or the Special Servicer, as
applicable) shall use reasonable efforts to establish or cause to be established
a Lock-Box Account for each ARD Loan no later than its Anticipated Repayment
Date.

                  SECTION 3.25  Representations and Warranties of the Master
                                Servicer and the Special Servicer.

                  GMACCM, in its capacity as both Master Servicer and Special
Servicer hereunder hereby represents and warrants to the Trustee, for its own
benefit and the benefit of the Certificateholders, the Fiscal Agent and to the
Depositor, as of the Closing Date, that:

                          (i) GMACCM is a corporation, duly organized, validly
             existing and in good standing under the laws of the State of
             California, and GMACCM is 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.

                          (ii) The execution and delivery of this Agreement by
             GMACCM, and the performance and compliance with the terms of this
             Agreement by GMACCM, will not violate GMACCM's organizational
             documents or constitute a default (or an event which, with notice
             or lapse of time, or both, would constitute a default) under, or
             result in the breach of, any material agreement or other instrument
             to which it is a party or which is applicable to it or any of its
             assets.

                          (iii) GMACCM has the full power and authority to enter
             into and consummate all transactions contemplated by this
             Agreement, has duly authorized the execution, delivery and
             performance of this Agreement, and has duly executed and delivered
             this Agreement.

                          (iv) This Agreement, assuming due authorization,
             execution and delivery by the other parties hereto, constitutes a
             valid, legal and binding obligation of GMACCM, enforceable against
             GMACCM in accordance with the terms hereof, subject to (A)
             applicable bankruptcy, insolvency, reorganization, moratorium and
             other laws affecting the enforcement of creditors' rights
             generally, and (B) general principles of equity, regardless of
             whether such enforcement is considered in a proceeding in equity or
             at law.



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                          (v) GMACCM is not in violation of, and its execution
             and delivery of this Agreement and its performance and compliance
             with the terms of this Agreement will not constitute a violation
             of, any law, order or decree of any court or arbiter, or any order,
             regulation or demand of any federal, state or local governmental or
             regulatory authority, which violation, in GMACCM's good faith and
             reasonable judgment, is likely to affect materially and adversely
             either the ability of GMACCM to perform its obligations under this
             Agreement or the financial condition of GMACCM.

                          (vi) No litigation is pending or, to the best of
             GMACCM's knowledge, threatened against GMACCM the outcome of which,
             in GMACCM's good faith and reasonable judgment, could reasonably be
             expected to prohibit GMACCM from entering into this Agreement or
             materially and adversely affect the ability of GMACCM to perform
             its obligations under this Agreement.

                          (vii) GMACCM has errors and omissions insurance
             coverage which is in full force and effect and complies with the
             requirements of Section 3.07 hereof.

                          (viii) No consent, approval, authorization or order,
             registration or filing with or notice to, any governmental
             authority or court is required, under federal or state law, for the
             execution, delivery and performance of or compliance by GMACCM with
             this Agreement, or the consummation by GMACCM of any transaction
             contemplated hereby, other than (1) such consents, approvals,
             authorizations, qualifications, registrations, filings, or notices
             as have been obtained or made and (2) where the lack of such
             consent, approval, authorization, qualification, registration,
             filing or notice would not have a material adverse effect on the
             performance by GMACCM under this Agreement.

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
                               AND RELATED MATTERS

                  SECTION 4.01  Distributions.

                  (a) On each Distribution Date, the Trustee shall be deemed to
apply the Available Certificate Distribution Amount and Available Class S
Distribution Amount for such date for the following purposes and in the
following order of priority:

                          (i) to pay interest to REMIC II in respect of the
             various REMIC I Regular Interests, up to an amount equal to, and
             pro rata in accordance with, all Uncertificated Distributable
             Interest for each such REMIC I Regular Interest for such
             Distribution Date and, to the extent not previously deemed paid,
             for all prior Distribution Dates;

                          (ii) to pay principal to REMIC II in respect of the
             various REMIC I Regular Interests, up to an amount equal to, and
             pro rata in accordance with, in the case of each such REMIC I
             Regular Interest for such Distribution Date, the excess, if any, of
             the Uncertificated Principal Balance of such REMIC I Regular
             Interest outstanding



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             immediately prior to such Distribution Date, over the Stated
             Principal Balance of the related Mortgage Loan, Companion Loan, REO
             Loan or, if applicable, Replacement Mortgage Loan(s), as the case
             may be, that will be outstanding immediately following such
             Distribution Date; and

                          (iii) to reimburse REMIC II for any Realized Losses
             and Additional Trust Fund Expenses previously deemed allocated to
             the various REMIC I Regular Interests, up to an amount equal to,
             and pro rata in accordance with, the Loss Reimbursement Amount for
             each such REMIC I Regular Interest immediately prior to such
             Distribution Date.

                  On each Distribution Date, the Trustee shall be deemed to
apply any amounts withdrawn from the Excess Liquidation Proceeds Reserve Account
for such Distribution Date to reimburse REMIC II for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to the various REMIC
I Regular Interests and unreimbursed pursuant to Section 4.01(a)(iii), up to an
amount equal to, and pro rata in accordance with, the Loss Reimbursement Amount
for each such REMIC I Regular Interest immediately prior to such Distribution
Date.

                  On each Distribution Date, the Trustee shall pay to the
Holders of the Class R-I Certificates, in accordance with Sections 4.01(c) and
(i), that portion, if any, of the Available Certificate Distribution Amount and
Available Class S Distribution Amount for such date that has not otherwise been
deemed paid to REMIC II in respect of the REMIC I Regular Interests pursuant to
the foregoing provisions of this Section 4.01(a) (such portion, the "Class R-I
Distribution Amount" for such Distribution Date).

                  On each Distribution Date, the Trustee shall be deemed to
apply amounts relating to each Prepayment Premium then on deposit in the
applicable Distribution Account and received during or prior to the related
Collection Period, to pay additional interest to REMIC II in respect of the
REMIC I Regular Interest that relates to the Mortgage Loan, Loan Group or REO
Loan, as the case may be, as to which such Prepayment Premium was received.

                  All amounts (other than additional interest in the form of
amounts relating to Prepayment Premiums) deemed paid to REMIC II in respect of
the REMIC I Regular Interests pursuant to this Section 4.01(a) on any
Distribution Date is hereinafter referred to as the "REMIC II Distribution
Amount" for such date.

                  (b) On each Distribution Date, the Trustee shall be deemed to
apply the REMIC II Distribution Amount (other than any amounts withdrawn from
the Excess Liquidation Proceeds Reserve Account) for such date for the following
purposes and in the following order of priority:

                          (i) to pay interest to REMIC III in respect of all
             REMIC II Regular Interests up to an amount equal to all
             Uncertificated Distributable Interest in respect of such REMIC II
             Regular Interests for such Distribution Date and, to the extent not
             previously deemed paid, for all prior Distribution Dates with such
             payments allocated among the REMIC II Regular Interests such that
             remaining amounts, if any, of unpaid



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<PAGE>

             interest on each such REMIC II Regular Interest will equate to the
             remaining unpaid accrued interest on the corresponding Class of
             Principal Balance Certificates or Class X Component outstanding
             after all subsequent adjustments made on such Distribution Date
             under Section 4.01(c) below;

                          (ii) to pay principal to REMIC III in respect of all
             REMIC II Regular Interests apportioned as payment of Uncertificated
             Principal Balance among REMIC II Regular Interests such that the
             remaining Uncertificated Principal Balance of each such class will
             equal the then outstanding Class Principal Balance of the
             corresponding Principal Balance Certificate after all subsequent
             adjustments made on such Distribution Date under Sections 4.01(c)
             and (i) below (other than payments thereunder in reimbursement of
             any Realized Losses and Additional Trust Fund Expenses); and

                          (iii) to reimburse REMIC III for any Realized Losses
             and Additional Trust Fund Expenses previously deemed allocated to
             REMIC II Regular Interests, apportioned among the REMIC II Regular
             Interests consistent with the reimbursement payments made on the
             corresponding Classes of Principal Balance Certificates on such
             Distribution Date under Sections 4.01(c) and (i) below.

                  On each Distribution Date, the Trustee shall be deemed to
apply any amounts withdrawn from the Excess Liquidation Proceeds Reserve Account
for such Distribution Date to reimburse REMIC III for any Realized Losses and
Additional Trust Fund Expenses previously deemed allocated to REMIC II Regular
Interests and unreimbursed pursuant to Section 4.01(b)(iii), consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Sections 4.01(c) and (i) below.

                  On each Distribution Date, the Trustee shall pay to the
Holders of the Class R-II Certificates, in accordance with Sections 4.01(c) and
(i), that portion, if any, of the REMIC II Distribution Amount for such date
that has not otherwise been deemed paid to REMIC III in respect of the REMIC II
Regular Interests pursuant to the foregoing provisions of this Section 4.01(b)
(such portion, the "Class R-II Distribution Amount" for such Distribution Date).

                  On each Distribution Date, the Trustee shall be deemed to
apply all amounts relating to Prepayment Premiums then on deposit in the
applicable Distribution Account and received during or prior to the related
Collection Period, to pay additional interest to REMIC III in respect of REMIC
II Regular Interests allocable among the REMIC II Regular Interests in an amount
with respect to each REMIC II Regular Interest equal to the amount allocable to
the corresponding Class of Principal Balance Certificates and Class X Component
outstanding after all subsequent adjustments made on such Distribution Date
under Sections 4.01(c) and (i) below.

                  (c) On each Distribution Date, following the deemed payments
to REMIC III in respect of the REMIC II Regular Interests on such date pursuant
to Section 4.01(b), the Trustee shall withdraw from the applicable Distribution
Account the Available Certificate Distribution Amount for such Distribution Date
and shall apply such amount for the following purposes and in the following
order of priority:



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<PAGE>

                  (i) to pay interest to the Holders of the respective Classes
         of Senior Certificates, in an amount equal to, and pro rata in
         accordance with, all Distributable Certificate Interest in respect of
         each such Class of Certificates for such Distribution Date and, to the
         extent not previously paid, for all prior Distribution Dates;

                  (ii) to pay principal first to the Holders of the Class A-1
         Certificates and second to the Holders of the Class A-2 Certificates,
         in each case, up to an amount equal to the lesser of (1) the then
         outstanding Class Principal Balance of such Class of Certificates and
         (2) the remaining portion, if any, of such Principal Distribution
         Amount;

                  (iii) to reimburse the Holders of the respective Classes of
         Class A Certificates, up to an amount equal to and pro rata as among
         such Classes in accordance with, the respective amounts of Realized
         Losses and Additional Trust Fund Expenses, if any, previously deemed
         allocated to such Classes of Certificates and for which no
         reimbursement has previously been paid; and

                  (iv) to make payments on the Subordinated Certificates (other
         than the Class S Certificates) pursuant to the following paragraph;

provided that, on each Distribution Date after the aggregate of the Class
Principal Balances of the Subordinated Certificates (other than the Class S
Certificates) has been reduced to zero, and in any event on the Final
Distribution Date, the payments of principal to be made pursuant to clause (ii)
above, will be so made to the Holders of the respective Classes of Class A
Certificates, up to an amount equal to, and pro rata as among such Classes in
accordance with, the respective then outstanding Class Principal Balances of
such Classes of Certificates. References to "remaining Principal Distribution
Amount" shall be to the Principal Distribution Amount net of any distributions
of principal made in respect thereof to the Holders of each Class of Class A
Certificates that, pursuant to clause (ii) above, have a prior right to payment
with respect thereto.

                  On each Distribution Date, following the foregoing series of
payments on the Senior Certificates, the Trustee shall apply the remaining
portion, if any, of the Available Certificate Distribution Amount for such date
for the following purposes and in the following order of priority:

                  (i) to pay interest to the Holders of the Class B
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (ii) if the Class Principal Balances of the Class A
         Certificates have been reduced to zero, to pay principal to the Holders
         of the Class B Certificates, up to an amount equal to the lesser of (A)
         the then outstanding Class Principal Balance of such Class of
         Certificates and (B) the remaining Principal Distribution Amount for
         such Distribution Date;

                  (iii) to reimburse the Holders of the Class B Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any,


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<PAGE>

         previously deemed allocated to such Class of Certificates and for which
         no reimbursement has previously been paid;

                  (iv) to pay interest to the Holders of the Class C
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (v) if the Class Principal Balances of the Class A and Class B
         Certificates have been reduced to zero, to pay principal to the Holders
         of the Class C Certificates, up to an amount equal to the lesser of (A)
         the then outstanding Class Principal Balance of such Class of
         Certificates and (B) the remaining Principal Distribution Amount for
         such Distribution Date;

                  (vi) to reimburse the Holders of the Class C Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class of
         Certificates and for which no reimbursement has previously been
         received;

                  (vii) to pay interest to the Holders of the Class D
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (viii) if the Class Principal Balances of the Class A, Class B
         and Class C Certificates have been reduced to zero, to pay principal to
         the Holders of the Class D Certificates, up to an amount equal to the
         lesser of (A) the then outstanding Class Principal Balance of such
         Class of Certificates and (B) the remaining Principal Distribution
         Amount for such Distribution Date;

                  (ix) to reimburse the Holders of the Class D Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class of
         Certificates and for which no reimbursement has previously been
         received;

                  (x) to pay interest to the Holders of the Class E
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xi) if the Class Principal Balances of the Class A, Class B,
         Class C and Class D Certificates have been reduced to zero, to pay
         principal to the Holders of the Class E Certificates, up to an amount
         equal to the lesser of (A) the then outstanding Class Principal Balance
         of such Class of Certificates and (B) the remaining Principal
         Distribution Amount for such Distribution Date;

                  (xii) to reimburse the Holders of the Class E Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any,


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<PAGE>

         previously deemed allocated to such Class of Certificates and for
         which no reimbursement has previously been received;

                  (xiii) to pay interest to the Holders of the Class F
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xiv) if the Class Principal Balances of the Class A, Class B,
         Class C, Class D and Class E Certificates have been reduced to zero, to
         pay principal to the Holders of the Class F Certificates, up to an
         amount equal to the lesser of (A) the then outstanding Class Principal
         Balance of such Class of Certificates and (B) the remaining Principal
         Distribution Amount for such Distribution Date;

                  (xv) to reimburse the Holders of the Class F Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class of
         Certificates and for which no reimbursement has previously been
         received;

                  (xvi) to pay interest to the Holders of the Class G
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xvii) if the Class Principal Balances of the Class A, Class
         B, Class C, Class D, Class E and Class F Certificates have been reduced
         to zero, to pay principal to the Holders of the Class G Certificates,
         up to an amount equal to the lesser of (A) the then outstanding Class
         Principal Balance of such Class of Certificates and (B) the remaining
         Principal Distribution Amount for such Distribution Date;

                  (xviii) to reimburse the Holders of the Class G Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class of
         Certificates and for which no reimbursement has previously been
         received;

                  (xix) to pay interest to the Holders of the Class H
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xx) if the Class Principal Balances of the Class A, Class B,
         Class C, Class D, Class E, Class F and Class G Certificates have been
         reduced to zero, to pay principal to the Holders of the Class H
         Certificates, up to an amount equal to the lesser of (A) the then
         outstanding Class Principal Balance of such Class of Certificates and
         (B) the remaining Principal Distribution Amount for such Distribution
         Date;

                  (xxi) to reimburse the Holders of the Class H Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any,


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<PAGE>

         previously deemed allocated to such Class of Certificates and for
         which no reimbursement has previously been received;

                  (xxii) to pay interest to the Holders of the Class J
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class of Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxiii) if the Class Principal Balances of the Class A, Class
         B, Class C, Class D, Class E, Class F, Class G and Class H Certificates
         have been reduced to zero, to pay principal to the Holders of the Class
         J Certificates, up to an amount equal to the lesser of (A) the then
         outstanding Class Principal Balance of such Class of Certificates and
         (B) the remaining Principal Distribution Amount for such Distribution
         Date;

                  (xxiv) to reimburse the Holders of the Class J Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class of
         Certificates and for which no reimbursement has previously been
         received;

                  (xxv) to pay interest to the Holders of the Class K
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of the Class K Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxvi) if the Class Principal Balances of the Class A, Class
         B, Class C, Class D, Class E, Class F, Class G, Class H and Class J
         Certificates have been reduced to zero, to pay principal to the Holders
         of the Class K Certificates, up to an amount equal to the lesser of (A)
         the then outstanding Class Principal Balance of such Class K
         Certificates and (B) the remaining Principal Distribution Amount for
         such Distribution Dates;

                  (xxvii) to reimburse the Holders of the Class K Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class K
         Certificates and for which no reimbursement has previously been
         received;

                  (xxviii) to pay interest to the Holders of the Class L
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class L Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxix) if the Class Principal Balances of the Class A, Class
         B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and
         Class K Certificates have been reduced to zero, to pay principal to the
         Holders of the Class L Certificates, up to an amount equal to the
         lesser of (A) the then outstanding Class Principal Balance of such
         Class L Certificates and (B) the remaining Principal Distribution
         Amount for such Distribution Dates;



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<PAGE>

                  (xxx) to reimburse the Holders of the Class L Certificates, up
         to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class L
         Certificates and for which no reimbursement has previously been
         received;

                  (xxxi) to pay interest to the Holders of the Class M
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class M Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxxii) if the Class Principal Balances 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 have been reduced to zero, to pay principal
         to the Holders of the Class M Certificates, up to an amount equal to
         the lesser of (A) the then outstanding Class Principal Balance of such
         Class M Certificates and (B) the remaining Principal Distribution
         Amount for such Distribution Dates;

                  (xxxiii) to reimburse the Holders of the Class M Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class M
         Certificates and for which no reimbursement has previously been
         received;

                  (xxxiv)to pay interest to the Holders of the Class N
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class N Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxxv) if the Class Principal Balances 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 have been reduced to zero, to pay
         principal to the Holders of the Class N Certificates, up to an amount
         equal to the lesser of (A) the then outstanding Class Principal Balance
         of such Class N Certificates and (B) the remaining Principal
         Distribution Amount for such Distribution Dates;

                  (xxxvi) to reimburse the Holders of the Class N Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class N
         Certificates and for which no reimbursement has previously been
         received;

                  (xxxvii) to pay interest to the Holders of the Class O
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class O Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xxxviii) if the Class Principal Balances of the Class A,
         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 have been reduced to
         zero, to pay principal to the Holders of the Class O Certificates, up
         to an amount equal to the lesser of (A) the then outstanding Class


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<PAGE>

         Principal Balance of such Class O Certificates and (B) the remaining
         Principal Distribution Amount for such Distribution Dates;

                  (xxxix) to reimburse the Holders of the Class O Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class O
         Certificates and for which no reimbursement has previously been
         received;

                  (xl) to pay interest to the Holders of the Class P
         Certificates, up to an amount equal to all Distributable Certificate
         Interest in respect of such Class P Certificates for such Distribution
         Date and, to the extent not previously paid, for all prior Distribution
         Dates;

                  (xli) if the Class Principal Balances of the Class A, Class B,
         Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
         Class L, Class M , Class N and Class O Certificates have been reduced
         to zero, to pay principal to the Holders of the Class P Certificates,
         up to an amount equal to the lesser of (A) the then outstanding Class
         Principal Balance of such Class P Certificates and (B) the remaining
         Principal Distribution Amount for such Distribution Dates;

                  (xlii) to reimburse the Holders of the Class P Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class P
         Certificates and for which no reimbursement has previously been
         received;

                  (xliii) to make payments to the Holders of the Class R-I
         Certificates up to the amount of the Class R-I Distribution Amount for
         such Distribution Date;

                  (xliv) to make payments to the Holders of the Class R-II
         Certificates up to the amount of the Class R-II Distribution Amount for
         such Distribution Date; and

                  (xlv) to pay to the Holders of the Class R-III Certificates
         the balance, if any, of the Available Certificate Distribution Amount
         for such Distribution Date;

provided that, on the Final Distribution Date, the payments of principal to be
made pursuant to any of clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi), (xxix), (xxxii), (xxxv) and (xxxviii) above with respect to any
Class of Principal Balance Certificates, will be so made to the Holders thereof,
up to an amount equal to the entire then outstanding Class Principal Balance of
such Class of Certificates. References to "remaining Principal Distribution
Amount" in any of clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx), (xxiii),
(xxvi), (xxix), (xxxii), (xxxv), (xxxviii) and (xli) above, in connection with
the payments of principal to be made to the Holders of any Class of Principal
Balance Certificates, shall be to the Principal Distribution Amount for such
Distribution Date, net of any payments of principal made in respect thereof to
the Holders of each Class of Principal Balance Certificates that have a higher
Payment Priority.

                  On each Distribution Date, the Trustee shall withdraw any
amounts then on deposit in the applicable Distribution Account that represent
Prepayment Premiums collected


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during or prior to the related Collection Period and shall distribute such
amounts, in each case, subject to available funds, as additional interest, as
follows:

                  (i) to the Holders of the Class A, Class B, Class C, Class D,
         Class E and Class F Certificates up to an amount equal to, in the case
         of each such Class, the product of (a) such Prepayment Premiums, (b)
         the applicable Discount Rate Fraction and (c) the Principal Allocation
         Fraction of such Class; and

                  (ii) then, to the Holders of the Class X Certificates.

         All of the foregoing distributions to be made from the applicable
Distribution Account on any Distribution Date with respect to the REMIC III
Certificates shall be deemed made from the payments deemed made to REMIC II in
respect of the REMIC II Regular Interests on such Distribution Date pursuant to
Section 4.01(b).

         On each Distribution Date, the Trustee shall withdraw from the
applicable Distribution Account, as Grantor Trust Assets, any amounts that
represent Excess Interest actually collected on the ARD Loans and any related
REO Loans during the related Collection Period and shall distribute with respect
to their interests in the Grantor Trust, such amounts to the holders of the
Class P Certificates, without regard to whether any such Class is entitled to
distributions of interest or principal on such Distribution Date (whether by
reason of its Class Principal Balance having been reduced to zero, by reason of
it not yet being entitled to distributions of principal, or for any other
reason).

         On each Distribution Date, the Trustee shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts in
the following priority:

                  (i) first, to reimburse the Holders of the Principal Balance
         Certificates (other than the Class S Certificates) (in order of
         alphabetical Class designation) up to an amount equal to all Realized
         Losses or Additional Trust Fund Expenses, if any, previously deemed
         allocated to them and unreimbursed after application of the Available
         Certificate Distribution Amount for such Distribution Date;

                  (ii) second, for distribution to the Special Servicer as
         additional servicing compensation, the excess, if any, of (x) the
         balance of the Excess Liquidation Proceeds Reserve Account on such
         Distribution Date over (y) the aggregate Certificate Balance of the
         Principal Balance Certificates as of such Distribution Date; and

                  (iii) third, 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 compensation.

(d) All distributions made with respect to each Class on each Distribution Date
shall be allocated pro rata among the outstanding Certificates in such Class
based on their respective Percentage Interests. Except as otherwise provided in
the last paragraph of Section 4.01(c) or as provided below, all such
distributions with respect to each Class on each Distribution Date shall be made
to the Certificateholders of the respective Class of record at the


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close of business on the related Record Date and shall be made by wire transfer
of immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all subsequent
Distribution Dates) or otherwise by check mailed to the address of such
Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

         (e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer or the Special
Servicer shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.

         (f) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund in respect of their Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates in respect of amounts properly previously
distributed on the Certificates. Distributions in reimbursement of Realized
Losses and Additional Trust Fund Expenses previously allocated to a Class of
Certificates shall not constitute distributions of principal and shall not
result in a reduction of the related Class Principal Balance.

         (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, as
soon as practicable in the month in which such Distribution Date occurs, mail to
each Holder of such Class of Certificates as of the date of mailing a notice to
the effect that:



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

                  (ii) no interest shall accrue on such Certificates from and
         after the applicable Interest Accrual Period for such Distribution
         Date.

         Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates, shall, on such date, be set aside and held
uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to this Section 4.01(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute all unclaimed
funds and other assets which remain subject hereto in accordance with applicable
laws.

         (h) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or advances thereof to any Certificateholder pursuant to federal
withholding requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. All amounts withheld shall be deemed to have been paid to
such Certificateholders.

         (i) On each Distribution Date, for distribution in respect of each
class of Class S Certificates, the Trustee shall withdraw from the applicable
Companion Loan Distribution Account the Available Class S Distribution Amount
deposited in respect of such class of Class S Certificates for such Distribution
Date and shall apply such amount for the following purposes and in the following
order of priority:

                  (i) to pay interest to the Holders of such Class S
         Certificates, in an amount equal to all Distributable Certificate
         Interest in respect of each such Class S


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         Certificates for such Distribution Date and, to the extent not
         previously paid, for all prior Distribution Dates;

                  (ii) to pay principal to the Holders of such Class S
         Certificates up to an amount equal to the lesser of (1) the then
         outstanding Class Principal Balance of such Class S Certificates and
         (2) the Class S Principal Distribution Amount for such class;

                  (iii) to reimburse the Holders of such Class S Certificates,
         up to an amount equal to all Realized Losses and Additional Trust Fund
         Expenses, if any, previously deemed allocated to such Class S
         Certificates and for which no reimbursement has previously been paid;
         and

                  (iv) to pay to Holders of the Class R-III Certificates, the
         balance, if any, of the Available Class S Distribution Amount for such
         Distribution Date;

provided that, on the Final Distribution Date, the payments of principal to be
made pursuant to clause (ii) above with respect to any Class S class of
Principal Balance Certificates, will be so made to the Holders thereof, up to an
amount equal to the entire then outstanding Class Principal Balance of such
Class of Class S Certificates.

         (j) On each Distribution Date, the Trustee shall withdraw any amounts
then on deposit in the applicable Companion Loan Distribution Account that
represent Prepayment Premiums collected during or prior to the related
Collection Period and shall distribute such amounts, in each case, subject to
available funds, as additional interest, to the holders of the related class of
Class S Certificateholders.

         (k) All the foregoing distributions to be made under (i) and (j) with
respect to the Class S Certificates shall be deemed made from the payment deemed
made to REMIC II in respect of the REMIC II Regular Interest on such
Distribution Date pursuant to Section 4.01(b).

         SECTION 4.02      Statements to Certificateholders; Certain Reports by
                           the Master Servicer and the Special Servicer.

         (a) Subject to Section 8.02(v), based on information received from the
Master Servicer, on each Distribution Date, the Trustee shall provide or make
available as provided herein to all of the Holders of each Class of Certificates
(and, in the case of a Class of Book-Entry Certificates, to each Person that
provides the Trustee with an Investor Certification), to the parties hereto and
to the Rating Agencies written reports, including reports in substantially the
form attached hereto as Exhibit G (the "Distribution Date Statement"), setting
forth, among other things, the following information:

                  (i) the amount of distributions, if any, made on such
         Distribution Date to the holders of each Class of Principal Balance
         Certificates and applied to reduce the respective Class Principal
         Balances thereof;

                  (ii) the amount of distributions, if any, made on such
         Distribution Date to the Holders of each Class of REMIC III Regular
         Certificates allocable to (A) Distributable Certificate Interest, (B)
         Prepayment Premiums and (C) Excess Interest;



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                  (iii) the amount of any distributions made on such
         Distribution Date to the Holders of each Class of Residual
         Certificates;

                  (iv) the aggregate amount of outstanding Delinquency Advances
         as of the related Determination Date;

                  (v) the aggregate amount of Servicing Fees retained by or paid
         to the Master Servicer and the Special Servicer in respect of the
         related Collection Period;

                  (vi) the aggregate Stated Principal Balance of the Mortgage
         Pool immediately before and after such Distribution Date and the
         percentage of the Cut-off Date Principal Balance of the Mortgage Pool
         which remains outstanding immediately after such Distribution Date;

                  (vii) the number, aggregate principal balance, weighted
         average remaining term to maturity and weighted average Mortgage Rate
         of the outstanding Mortgage Loans in the Mortgage Pool at the close of
         business on the related Determination Date;

                  (viii) as of the Determination Date, the number and aggregate
         unpaid principal balance of Mortgage Loans in the Mortgage Pool (A)
         delinquent one month, (B) delinquent two months, (C) delinquent three
         or more months, (D) that are Specially Serviced Mortgage Loans but are
         not delinquent or (E) as to which foreclosure proceedings have been
         commenced;

                  (ix) with respect to the Mortgage Pool, the aggregate Stated
         Principal Balance of Mortgage Loans and Loan Groups as to which the
         related Borrower is subject or is expected to be subject to a
         bankruptcy proceeding;

                  (x) with respect to any Mortgage Loan or Loan Group as to
         which the related Mortgaged Property became an REO Property during the
         related Collection Period, the Stated Principal Balance and unpaid
         principal balance of such Mortgage Loan or Loan Group as of the date
         such Mortgaged Property became an REO Property and the most recently
         determined Appraised Value and date upon which the Appraisal was
         performed;

                  (xi) as to any Mortgage Loan or Companion Loan repurchased or
         otherwise liquidated or disposed of during the related Collection
         Period, the loan number thereof (or the loan number of the related Loan
         Group) and the amount of any Liquidation Proceeds and/or other amounts,
         if any, received thereon during the related Collection Period and the
         portion thereof included in the Available Certificate Distribution
         Amount for such Distribution Date;

                  (xii) with respect to any REO Property included in the Trust
         Fund as of the close of business on the last day of the related
         Collection Period, the loan number of the related Mortgage Loan or Loan
         Group, the book value of such REO Property and the amount of any income
         collected with respect to such REO Property (net of related expenses)
         and other amounts, if any, received on such REO Property during the
         related


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         Collection Period and the portion thereof included in the Available
         Certificate Distribution Amount or the Available Companion Distribution
         Amount, as applicable, for such Distribution Date and the most recently
         determined Appraised Value and date upon which the Appraisal was
         performed;

                  (xiii) with respect to any REO Property sold or otherwise
         disposed of during the related Collection Period, the loan number of
         the related Mortgage Loan or Loan Group, and the amount of Liquidation
         Proceeds and other amounts, if any, received in respect of such REO
         Property during the related Collection Period, the portion thereof
         included in the Available Certificate Distribution Amount or the
         Available Companion Distribution Amount, as applicable, for such
         Distribution Date and the balance of the Excess Liquidation Proceeds
         Reserve Account for such Distribution Date;

                  (xiv) the Distributable Certificate Interest in respect of
         each Class of REMIC III Regular Certificates for such Distribution
         Date;

                  (xv) any unpaid Distributable Certificate Interest in respect
         of each Class of REMIC III Regular Certificates after giving effect to
         the distributions made on such Distribution Date;

                  (xvi) the Pass-Through Rate for each Class of REMIC III
         Regular Certificates for such Distribution Date;

                  (xvii) the original Class Principal Balance or Class Notional
         Amount as of the Closing Date and the Class Principal Balance or Class
         Notional Amount, as the case may be, of each Class of REMIC III Regular
         Certificates immediately before and immediately after such Distribution
         Date, separately identifying any reduction in the Class Principal
         Balance or Class Notional Amount, as the case may be, of each such
         Class due to Realized Losses and Additional Trust Fund Expenses;

                  (xviii) the Certificate Factor for each Class of REMIC III
         Regular Certificates immediately following such Distribution Date;

                  (xix) the Principal Distribution Amount for such Distribution
         Date;

                  (xx) the aggregate amount of Principal Prepayments made during
         the related Collection Period, and the aggregate amount of any
         Prepayment Interest Excesses received and Prepayment Interest
         Shortfalls incurred in connection therewith;

                  (xxi) the aggregate amount of Realized Losses and Additional
         Trust Fund Expenses, if any, incurred with respect to the Trust Fund
         during the related Collection Period;

                  (xxii) any Appraisal Reduction Amounts on a loan-by-loan
         basis, and the total Appraisal Reduction Amounts, as of the related
         Determination Date; and

                  (xxiii) such additional information as contemplated by Exhibit
         G hereto.



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<PAGE>

In the case of information furnished pursuant to subclauses (i), (ii), (iii) and
(xvii) above, the amounts shall be expressed as a dollar amount in the aggregate
for all Certificates of each applicable Class and per single Certificate of a
specified minimum denomination. The form of any Distribution Date Statement may
change over time.

                  The Trustee shall make available to Certificateholders and
other interested parties certain information via electronic transmission as may
be agreed upon by the Depositor and the Trustee, including the information and
reports described in clauses (1) through (7) of clause (b) below and the CMSA
Periodic Loan File delivered for each Distribution Date. In addition, the
Trustee shall make available to each Certificateholder, to each Person that
provides the Trustee with an Investor Certification, to each party hereto, to
each Underwriter and to the Rating Agencies, a report (based on information
received from the Master Servicer and in a format mutually acceptable to the
Trustee and the Master Servicer) containing, information regarding the Mortgage
Pool and the Companion Loans as of the close of business on the related
Determination Date, which report shall contain substantially the categories of
information regarding the Mortgage Loans and the Companion Loans set forth in
Exhibit G hereto (calculated, where applicable, on the basis of the most recent
relevant information provided by the Mortgagors to the Master Servicer or the
Special Servicer and by the Master Servicer or the Special Servicer, as the case
may be, to the Trustee) and such information shall be presented in a tabular
format substantially similar to the formats utilized in Exhibit G hereto. On
each Distribution Date, the Trustee shall make certain information contained in
the monthly Distribution Date Statement available through its website initially
located at www.lnbabs.com. Such information shall be accessible only with the
use of a password provided by the Trustee to each Person that provides the
Trustee with an Investor Certification; provided, however, that the Rating
Agencies and the other parties to this Agreement shall not be required to
provide such certification; and provided, further, that the Depositor may
instruct the Trustee at any time not to require the use of a password or the
receipt of a certification. At the direction of the Depositor, the Trustee shall
remove any or all of such restrictions and make any or all of such information
available to any person. The Trustee makes no representations or warranties as
to the accuracy or completeness of such information and assumes no
responsibility therefor. In addition, the Trustee may disclaim responsibility
for any information distributed by the Trustee for which it is not the original
source. In connection with providing access to the Trustee's internet website,
the Trustee may require registration and acceptance of a disclaimer. The Trustee
shall not be liable for the dissemination of information in accordance with this
Agreement. The Trustee may provide such information through means other than
(and in lieu of) its website provided that (i) GMACCM shall have consented to
such alternative means and (ii) Certificateholders shall have received notice of
such alternative means. The provisions in this Section shall not limit the
Master Servicer's ability to make accessible certain information regarding the
Mortgage Loans and Companion Loans at a website maintained by the Master
Servicer.

                  Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate a statement containing the
information as to the applicable Class set forth in clauses (i), (ii) and (iii)
of the description of Distribution Date Statements above aggregated for such
calendar year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the


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Trustee shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trustee pursuant to any
requirements of the Code as from time to time are in force.

                  Upon filing with the Internal Revenue Service, the Trustee
shall furnish to the Holders of the Residual Certificates the Form 1066 and
shall furnish their respective Schedules Q thereto at the times required by the
Code or the Internal Revenue Service, and shall provide from time to time such
information and computations with respect to the entries on such forms as any
Holder of the Residual Certificates may reasonably request.

                  The specification of information to be furnished by the
Trustee to the Certificateholders in this Section 4.02 (and any other terms of
this Agreement requiring or calling for delivery or reporting of information by
the Trustee to Certificateholders and Certificate Owners) shall not limit the
Trustee in furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Certificate Owners and/or to the public any other
information (such other information, collectively, "Additional Information")
with respect to the Mortgage Loans and Companion Loans, the Mortgaged Properties
or the Trust Fund as may be provided to it by the Depositor, the Master Servicer
or the Special Servicer or gathered by it in any investigation or other manner
from time to time, provided that (A) while there exists any Event of Default,
any such Additional Information shall only be furnished with the consent or at
the request of the Depositor (except pursuant to clause (E) below), (B) the
Trustee shall be entitled to indicate the source of all information furnished by
it, and the Trustee may affix thereto any disclaimer it deems appropriate in its
sole discretion (together with any warnings as to the confidential nature and/or
the uses of such information as it may, in its sole discretion, determine
appropriate), (C) the Trustee may notify Certificateholders, and Certificate
Owners of the availability of any such information in any manner as it, in its
sole discretion, may determine, (D) the Trustee shall be entitled (but not
obligated) to require payment from each recipient of a reasonable fee for, and
its out-of-pocket expenses incurred in connection with, the collection,
assembly, reproduction or delivery of any such Additional Information, (E)
without the consent of the Depositor, the Trustee may, in its sole discretion,
furnish Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Certificate Owners, and/or the public-at-large if it
determines that the furnishing of such information would assist in the
evaluation of the investment characteristics or valuation of the Certificates or
would be in the best interests of the Certificateholders or is required by
applicable law and, in the case of any Additional Information requested by a
Certificate Owner or Certificateholder, such Certificate Owner or
Certificateholder has delivered an executed certificate in the form of Exhibit K
hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation of
the Certificates be executed by the recipient, if and to the extent the Trustee
deems the same to be necessary or appropriate). Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be entitled
(but not required) to request and receive direction from the Depositor as to the
manner of delivery of any such Additional Information, if and to the extent the
Trustee deems necessary or advisable, and


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<PAGE>

to require that any consent, direction or request given to it pursuant to this
Section be made in writing.

                  Upon the authorization of the Depositor, the Trustee shall
make available to Bloomberg Financial Markets, L.P. ("Bloomberg"), or any other
vendor chosen by the Depositor, all the electronic reports delivered or made
available pursuant to this Section 4.02(a) to the Certificateholders and
Certificate Owners using a format and media mutually acceptable to the Trustee
and Bloomberg.

                  (b) No later than the Business Day prior to each Distribution
Date, subject to the last paragraph of this subsection (b), the Master Servicer
shall deliver or cause to be delivered to the Trustee (and, if the Master
Servicer is not the Special Servicer, the Trustee shall deliver to the Special
Servicer) in electronic form mutually acceptable to the Trustee and the Master
Servicer the following reports or information: (1) a Delinquent Loan Status
Report, (2) an REO Status Report, (3) a Historical Loan Modification Report, (4)
a Historical Loss Report, (5) the Servicer Watch List, (6) the CMSA Financial
File and (7) the CMSA Property File Report.

                  No later than the Business Day prior to each Distribution
Date, the Master Servicer will deliver to the Trustee (by electronic means) a
"Comparative Financial Status Report" containing substantially the content set
forth in Exhibit I setting forth, among other things, the occupancy, revenue,
net operating income and debt service coverage ratio for each Mortgage Loan or
Companion Loan (other than the Credit Lease Loans) or related Mortgaged Property
as of the Determination Date immediately preceding the preparation of such
report for each of the following three periods (but only to the extent the
related borrower is required by the Mortgage to deliver and does deliver, or
otherwise agrees to provide and does provide, such information): (a) the most
current available year-to-date; (b) each of the previous two full fiscal years
stated separately (to the extent such information is in the Master Servicer's
possession); and (c) the "base year" (representing the original analysis of
information used as of the Cut-Off Date).

                  No later than 12:00 noon, New York City time, on the second
Business Day prior to each Distribution Date, the Master Servicer will deliver
to the Trustee a CMSA Periodic Loan File setting forth certain information with
respect to the Mortgage Loans, Companion Loans and Mortgaged Properties and a
single report (the "Collection Report") setting forth, among other things, the
information specified in clauses (i) through (vi) below (the amounts and
allocations of payments, collections, fees and expenses with respect to
Specially Serviced Mortgage Loans and REO Properties to be based upon the report
to be delivered by the Special Servicer to the Master Servicer on the second
Business Day after the related Determination Date, in the form required by
Section 4.02(c) below):

                           (i) the aggregate amount that is to be transferred
         from the Collection Account to the applicable Distribution Account in
         respect of such Distribution Date that is allocable to principal on or
         in respect of the Mortgage Loans, Companion Loans and any REO Loans,
         separately identifying the aggregate amount of any Principal
         Prepayments included therein, and (if different) the Principal
         Distribution Amount for the immediately succeeding Distribution Date;



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                           (ii) the aggregate amount that is to be transferred
         from the Collection Account to the applicable Distribution Account in
         respect of such Distribution Date that is allocable to (A) interest on
         or in respect of the Mortgage Loans, Companion Loans and any REO Loans,
         (B) Prepayment Premiums and (C) Excess Interest;

                           (iii) the aggregate amount of any Delinquency
         Advances made pursuant to Section 4.03 of this Agreement as of the end
         of the prior calendar month that were included in amounts deposited in
         the applicable Distribution Account;

                           (iv) the information required to be included in the
         Distribution Date Statement for the next succeeding Distribution Date
         and described in clauses (v) - (xiii) and (xix) - (xxiii) of the
         description of the Distribution Date Statement in Section 4.02(a);

                           (v) the loan number and the unpaid principal balance
         as of the close of business on such Determination Date of each
         Specially Serviced Mortgage Loan and each other Defaulted Mortgage
         Loan; and

                           (vi) such other information on a Mortgage
         Loan-by-Mortgage Loan or Loan Group-by-Loan Group or REO
         Property-by-REO Property basis as the Trustee or the Depositor shall
         reasonably request in writing (including, without limitation,
         information with respect to any modifications of any Mortgage Loan or
         Companion Loan, any Mortgage Loans or Companion Loans in default or
         foreclosure, the operation and disposition of REO Property and the
         assumption of any Mortgage Loan or Companion Loan).

                  On the date on which the report described above is delivered
to the Trustee, the Master Servicer shall also deliver or cause to be delivered
to the Trustee (i) a report, in form reasonably acceptable to the Trustee,
containing the information with respect to the Mortgage Pool necessary for the
Trustee to prepare with respect to the Mortgage Pool any additional schedules
and tables required to be made available by the Trustee pursuant to Section
4.02(a), and (ii) an updated Mortgage Loan Schedule, in each case reflecting the
changes in the Mortgage Pool during the related Collection Period.

                  In addition, the Master Servicer is also required to perform
with respect to each Mortgaged Property and REO Property (except any Mortgaged
Property securing a Credit Lease Loan):

                           (i) Within 30 days after receipt of a quarterly
         operating statement, if any, commencing with the calendar quarter ended
         December 31, 2000, an "Operating Statement Analysis" containing
         revenue, expense, and net operating income information substantially in
         accordance with Exhibit I presenting the computation made in accordance
         with the methodology set forth in Exhibit F (but only to the extent the
         related borrower is required by the Mortgage to deliver and does
         deliver, or otherwise agrees to provide and does provide, such
         information) for such Mortgaged Property or REO Property as of the end
         of such calendar quarter. The Master Servicer will deliver to the
         Trustee by electronic means the Operating Statement Analysis upon
         request; and



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<PAGE>

                           (ii) Within 30 days after receipt by the Master
         Servicer of an annual operating statement, an NOI adjustment analysis
         containing substantially the content set forth in Exhibit I (the "NOI
         Adjustment Worksheet") (but only to the extent the related borrower is
         required by the Mortgage to deliver and does deliver, or otherwise
         agrees to provide and does provide, such information), presenting the
         computation made in accordance with the methodology described in
         Exhibit F to "normalize" the full year net operating income and debt
         service coverage numbers used by the Master Servicer in preparing the
         Comparative Financial Status Report above. The Master Servicer will
         deliver to the Trustee by electronic means the "NOI Adjustment
         Worksheet" upon request.

Upon request, the Trustee shall deliver or shall cause to be delivered to each
Certificateholder, to each party hereto, to any Underwriter, to the Rating
Agencies, and to each Person that provides the Trustee with an Investor
Certification a copy of the Operating Statement Analysis and NOI Adjustment
Worksheet most recently performed by the Master Servicer with respect to any
Mortgage Loan or Companion Loan and delivered to the Trustee.

                  Not later than the first day of the calendar month following
each Master Servicer Remittance Date, the Master Servicer shall forward to the
Trustee a statement, setting forth the status of the Collection Account as of
the close of business on such Master Servicer Remittance Date, stating that all
remittances to the Trustee required by this Agreement to be made by the Master
Servicer have been made (or, in the case of any such required remittance that
has not been made by the Master Servicer, specifying the nature and status
thereof) and showing, for the period from the preceding Master Servicer
Remittance Date (or, in the case of the first Master Servicer Remittance Date,
from the Cut-off Date) to such Master Servicer Remittance Date, the aggregate of
deposits into and withdrawals from the Collection Account for each category of
deposit specified in Section 3.04(a) and each category of withdrawal specified
in Section 3.05(a). The Master Servicer shall also deliver to the Trustee, upon
reasonable request of the Trustee, any and all additional information relating
to the Mortgage Pool and the Companion Loans in the possession of the Master
Servicer (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Mortgage
Loans and REO Properties).

                  The Master Servicer, on the first Business Day following each
Determination Date, shall forward to the Special Servicer all information
collected by the Master Servicer which the Special Servicer is required to
include in the reports delivered by the Special Servicer pursuant to Section
4.02(c) below. Further, the Master Servicer shall cooperate with the Special
Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing,
to the extent required to allow the Special Servicer to perform its obligations
under this Agreement with respect to those Mortgage Loans and Companion Loans
serviced by the Master Servicer.

                  The obligation of the Master Servicer to deliver the reports
required to be delivered by it pursuant to this subsection is subject to the
Master Servicer having received from the Special Servicer in a timely manner the
related reports and information necessary or required to enable the Master
Servicer to prepare and deliver such reports. The Master Servicer shall not be
responsible for the accuracy or content of any report, document or information
furnished by


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the Special Servicer to the Master Servicer pursuant to this Agreement and
accepted by the Master Servicer in good faith pursuant to this Agreement.

                  (c) On the second Business Day after each Determination Date,
the Special Servicer shall forward to the Master Servicer, for each Specially
Serviced Mortgage Loan and REO Property, reports containing all information the
Master Servicer will be required to include in the other reports that the Master
Servicer is obligated to deliver to the Trustee pursuant to Section 4.02(b), to
the extent such information relates to any Specially Serviced Mortgage Loan or
any REO Property. The Special Servicer shall also deliver to the Trustee, upon
the reasonable written request of the Trustee, any and all additional
information in the possession of the Special Servicer relating to the Specially
Serviced Mortgage Loans and the REO Properties.

                  The Special Servicer shall cooperate with the Master Servicer
and provide the Master Servicer with the information in the possession of the
Special Servicer reasonably requested by the Master Servicer, in writing, to the
extent required to allow the Master Servicer to perform its obligations under
this Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.

                  (d) The Master Servicer and the Special Servicer may make
available to Certificate Owners who have certified to the Master Servicer their
beneficial ownership of any Certificate, or prospective Certificate Owners who
provide appropriate confirmation that they are prospective Certificate Owners
who intend to keep any information confidential, copies of any reports or files
prepared by the Servicer pursuant to this Agreement.

                  (e) Each of the Master Servicer and Special Servicer may make
information concerning the Mortgage Loans and Companion Loans available on any
website that it has established.

                  SECTION 4.03 Delinquency Advances.

                  (a) On each Delinquency Advance Date, the Master Servicer
shall either (i) deposit into the Collection Account from its own funds an
amount equal to the aggregate amount of Delinquency Advances, if any, to be made
in respect of the related Distribution Date, (ii) apply amounts held in the
Collection Account for future distribution to Certificateholders in subsequent
months in discharge of any such obligation to make Delinquency Advances, or
(iii) make Delinquency Advances in the form of any combination of (i) and (ii)
aggregating the total amount of Delinquency Advances to be made; provided that,
if Late Collections (net of related Workout Fees) of the delinquent Monthly
Payments for which Delinquency Advances are to be made for the related
Distribution Date, are on deposit in the Collection Account and available to
make such Advances, the Master Servicer shall utilize such Late Collections to
make such Advances pursuant to clause (ii) above. Any amounts held in the
Collection Account for future distribution and so used to make Delinquency
Advances shall be appropriately reflected in the Master Servicer's records and
replaced by the Master Servicer by deposit in the Collection Account on or
before the next succeeding Determination Date (to the extent not previously


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replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such Delinquency Advances were made). If, as of
3:00 p.m., New York City time, on any Master Servicer Remittance Date, the
Trustee shall not have received any Delinquency Advance required to be made by
the Master Servicer pursuant to this Section 4.03(a) (and the Master Servicer
shall not have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a Delinquency
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy no.
(215) 328-0173 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (215) 328-1784
(Attention: Master Servicing Manager) (or such alternative number provided by
the Master Servicer to the Trustee in writing) as soon as possible, but in any
event before 5:00 p.m., New York City time, on such day. If after such notice
the Trustee does not receive the full amount of such Delinquency Advances by
11:00 a.m., New York City time, on the Business Day immediately following such
Master Servicer Remittance Date, then the Trustee shall make the portion of such
Delinquency Advances that was required to be, but was not, made by the Master
Servicer pursuant to this Section 4.03(a). If the Trustee fails to make a
Delinquency Advance required to be made by it hereunder, the Fiscal Agent shall
make such advance no later than 1:00 p.m. New York City time on the Business Day
immediately following such Master Servicer Remittance Date. The making of such
Advance by the Fiscal Agent shall cure the failure by the Trustee to make such
Advance.

                  (b) The aggregate amount of Delinquency Advances to be made by
the Master Servicer in respect of the Mortgage Loans and any MacArthur Companion
Loan (including, without limitation, Assumed Monthly Payments for Balloon
Mortgage Loans delinquent as to their respective Balloon Payments) and any REO
Loans for any Distribution Date shall equal, subject to subsection (c) below,
the aggregate of all Monthly Payments (other than Balloon Payments) and any
Assumed Monthly Payments, in each case net of related Workout Fees payable with
respect to such Mortgage Loan or MacArthur Companion Loan hereunder, that were
due or deemed due, as the case may be, in respect thereof on their respective
Due Dates during the same month as such Distribution Date and that were not paid
by or on behalf of the related Mortgagors or otherwise collected as of the close
of business on the later of the related Due Date or the last day of the related
Collection Period (it being understood and agreed that none of the Master
Servicer, the Trustee or the Fiscal Agent shall in any event be obligated
hereunder to make a Delinquency Advance with respect to (i) any Companion Loan
(other than a MacArthur Companion Loan) or (ii) after purchase of any Mortgage
Loan pursuant to the Intercreditor Agreement, such Mortgage Loan).
Notwithstanding the foregoing, (A) if an Appraisal Reduction Amount exists with
respect to any Mortgage Loan that is a Required Appraisal Loan, then, in the
event of subsequent delinquencies thereon, the interest portion of the
Delinquency Advance in respect of such Required Appraisal Loan for the related
Distribution Date shall be reduced (it being herein acknowledged that there
shall be no reduction in the principal portion of such Delinquency Advance) by
the product of (i) the amount of the interest portion of such Delinquency
Advance for such Required Appraisal Loan for such Distribution Date without
regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to (x) in the case of any Mortgage
Loan, the Appraisal Reduction Amount and (y) in the case of any Loan Group, the
excess, if any, of the Appraisal Reduction Amount, over the Stated Principal
Balance of the related Companion Loan and the denominator of which is equal to
the Stated Principal Balance of the Mortgage Loan and any related


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Companion Loans for such Required Appraisal Loan immediately prior to such
Distribution Date or (B) if an Appraisal Reduction Amount exists with respect to
the Companion Loans (taken together) that are part of the MacArthur Loan Group
after it has become a Required Appraisal Loan, then, in the event of subsequent
delinquencies thereon, the interest portion of the Delinquency Advance in
respect of related Companion Loans (taken together) for the related Distribution
Date shall be reduced (it being herein acknowledged that there shall be no
reduction in the principal portion of such Delinquency Advance) by the product
of (i) the amount of the interest portion of such Delinquency Advance for such
related Companion Loans (taken together) for such Distribution Date without
regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which is equal to the Appraisal Reduction Amount
and the denominator of which is equal to the Stated Principal Balance of such
Companion Loans (taken together) immediately prior to such Distribution Date.

         (c) Notwithstanding anything herein to the contrary, no Delinquency
Advance shall be required to be made hereunder if such Delinquency Advance
would, if made, constitute a Nonrecoverable Delinquency Advance. In addition,
Nonrecoverable Delinquency Advances shall be reimbursable pursuant to Section
3.05(a) out of general collections on the Mortgage Loans and REO Properties on
deposit in the Collection Account. The determination by the Master Servicer or,
if applicable, the Trustee or the Fiscal Agent, that it has made a
Nonrecoverable Delinquency Advance or that any proposed Delinquency Advance, if
made, would constitute a Nonrecoverable Delinquency Advance, shall be evidenced
by an Officer's Certificate delivered promptly (and, in any event, in the case
of a proposed Delinquency Advance to be made by the Master Servicer, no less
than two Business Days prior to the related Delinquency Advance Date) by the
Master Servicer to the Trustee (or, if applicable, retained thereby) and the
Depositor, setting forth the basis for such determination, together with (if
such determination is prior to the liquidation of the related Mortgage Loan,
Loan Group or REO Property) a copy of an Appraisal of the related Mortgaged
Property or REO Property, as the case may be, which shall have been performed
within the twelve months preceding such determination, and further accompanied
by any other information that the Master Servicer or the Special Servicer may
have obtained and that supports such determination. If such an Appraisal shall
not have been required and performed pursuant to the terms of this Agreement,
the Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as
the case may be, may, subject to its reasonable and good faith determination
that such Appraisal will demonstrate the nonrecoverability of the related
Advance, obtain an Appraisal for such purpose at the expense of the Trust Fund.
The Trustee and the Fiscal Agent shall be entitled to rely on any determination
of nonrecoverability that may have been made by the Master Servicer or the
Special Servicer with respect to a particular Delinquency Advance, and the
Master Servicer shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Special Servicer with respect
to a particular Delinquency Advance.

         (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of each Delinquency Advance made thereby (out of its
own funds) for so long as such Delinquency Advance is outstanding (or, if any
Delinquency Advance is required to be made in respect of a delinquent Monthly
Payment on any Mortgage Loan or any MacArthur Companion Loan prior to the end of
the grace period for such Monthly Payment, for so long as such Delinquency
Advance is outstanding following the end of such grace period), payable first,
out


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of Penalty Charges received on the Mortgage Loan or any MacArthur Companion
Loan or REO Loan as to which such Delinquency Advance was made and, then, once
such Delinquency Advance has been reimbursed, out of general collections on the
Mortgage Loans or the applicable MacArthur Companion Loan and REO Properties
pursuant to Section 3.05(a) other than any Delinquency Advance made on any
MacArthur Companion Loan.

         (e) Notwithstanding the above, none of the Master Servicer, Trustee or
Fiscal Agent will be required to make any Delinquency Advances on any Companion
Loan except for a MacArthur Companion Loan. Further, in making a determination
regarding whether any Delinquency Advance on a MacArthur Companion Loan is a
Nonrecoverable Delinquency Advance, the party making such determination shall
make such determination based solely upon the ultimate recovery of amounts
related to such Companion Loan.

         SECTION 4.04 Allocation of Realized Losses and Additional Trust Fund
                      Expenses.

         (a) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(a),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Mortgage Loan, Companion Loan or REO
Loan or, if applicable, Replacement Mortgage Loan(s), as the case may be, that
will be outstanding immediately following such Distribution Date. Such
reductions shall be deemed to be an allocation of Realized Losses and Additional
Trust Fund Expenses.

         (b) On each Distribution Date, following the payments deemed to be made
to REMIC III in respect of the REMIC II Regular Interests on such date pursuant
to Section 4.01(b), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of REMIC II Regular
Interests LA-1, LA-2, LB, LC, LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN, LO, LS-AM,
LS-MAC-1, LS-MAC-2, LS-MAC-3, and LS-MAC-4 exceeds (ii) an amount equal to the
aggregate Stated Principal Balance that will be outstanding immediately
following such Distribution Date. If such excess does exist, then the respective
Uncertificated Principal Balances of such REMIC II Regular Interests shall be
reduced such that the Uncertificated Principal Balance of each REMIC II Regular
Interest corresponds with the Certificate Principal Balance of the corresponding
Class of Principal Balance Certificates outstanding after the subsequent
adjustments made on such Distribution Date under Section 4.04(c) below.

         (c) On each Distribution Date, following all distributions to be made
on such date pursuant to Section 4.01, the Trustee shall allocate first to the
applicable class of Class S Certificates until the remaining Certificate
Principal Balance thereof has been reduced to zero, the aggregate of all
Realized Losses and Additional Trust Fund Expenses that were incurred with
respect to the related Companion Loan at any time following the Cut-off Date
through the end of the related Collection Period and in any event that were not
previously allocated pursuant to this Section 4.04 on any prior Distribution
Date, but only to the extent that (i) the Certificate Principal Balance of such
Class S Certificates as of such Distribution Date (after taking into account all
of the distributions made on such Distribution Date pursuant to Section 4.01),


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exceeds (ii) the aggregate Stated Principal Balance of the related Companion
Loan that will be outstanding immediately following such Distribution Date.
Realized Losses and Additional Trust Fund Expenses shall be allocated to the
Class S-MAC-4, Class S-MAC-3, Class S-MAC-2 and Class S-MAC-1 in that order to
the extent of the Certificate Principal Balance of each. On each Distribution
Date, following the distributions to be made to the Certificateholders on such
date pursuant to Section 4.01(c), the Trustee shall determine the amount, if
any, by which (i) the then aggregate Certificate Principal Balance of the
Principal Balance Certificates (after giving effect to the reduction in the
Certificate Principal Balance of any Class S Certificate on such Distribution
Date), exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans
that will be outstanding immediately following such Distribution Date. If such
excess does exist, then the Class Principal Balances of the Class P, Class O,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C and Class B Certificates shall be reduced sequentially, in that
order, in each case, until the first to occur of such excess being reduced to
zero or the related Class Principal Balance being reduced to zero. If, after the
foregoing reductions, the amount described in clause (i) of the second preceding
sentence still exceeds the amount described in clause (ii) of the second
preceding sentence, then the respective Class Principal Balances of the Class
A-1 and Class A-2 Certificates shall be reduced, pro rata in accordance with the
relative sizes of the then outstanding Class Principal Balances of such Classes
of Certificates, until the first to occur of such excess being reduced to zero
or each such Class Principal Balance being reduced to zero. Such reductions in
the Class Principal Balances of the respective Classes of Principal Balance
Certificates shall be deemed to be allocations of Realized Losses and Additional
Trust Fund Expenses.

                                   ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01      The Certificates.

         (a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits A-1 through A-24. The Certificates will be issuable
in registered form only; provided, however, that in accordance with Section 5.03
beneficial ownership interests in the Certificates, other than the Residual
Certificates shall initially be held and transferred through the book-entry
facilities of the Depository. The Residual Certificates will be issued as
Definitive Certificates. The REMIC III Regular Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances or
Certificate Notional Amounts, as the case may be, as of the Closing Date of not
less than $25,000 in the case of the Class A-1, Class A-2, Class B, Class C and
Class D Certificates, $100,000 in the case of the Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class
S-AM, Class S-MAC-1, Class S-MAC-2, Class S-MAC-3 and Class S-MAC-4
Certificates, and $1,000,000 in the case of the Class X Certificates, and in
each such case in any whole dollar denomination in excess thereof; provided,
however, that a single Certificate of each Class thereof may be issued in a
different denomination. The Residual Certificates will be issuable only in
denominations representing Percentage Interests of not less than 20% in the
related Class.



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         (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee in its capacity as trustee hereunder by an authorized
officer. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the authorized officers of the Trustee shall be entitled to
all benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did not
hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         SECTION 5.02 Registration of Transfer and Exchange of Certificates.

         (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms hereof) as Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as herein
provided. The Certificate Registrar may appoint, by a written instrument
delivered to the Depositor, the Master Servicer and the Special Servicer, any
other bank or trust company to act as Certificate Registrar under such
conditions as the predecessor Certificate Registrar may prescribe, provided that
the predecessor Certificate Registrar shall not be relieved of any of its duties
or responsibilities hereunder by reason of such appointment. If the Trustee
resigns or is removed in accordance with the terms hereof, the successor trustee
shall immediately succeed to its predecessor's duties as Certificate Registrar.
The Depositor, the Master Servicer and the Special Servicer, shall have the
right to inspect the Certificate Register or to obtain a copy thereof at all
reasonable times, and to rely conclusively upon a certificate of the Certificate
Registrar as to the information set forth in the Certificate Register.

         (b) No transfer of any Non-Registered Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act in a transaction
that does not require such registration or qualification. If such a transfer is
to be made without registration under the Securities Act, other than a transfer
by the Depositor or an Affiliate thereof, then the Trustee shall require, in
order to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 hereto and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached as Exhibit B-2 hereto.



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         Notwithstanding the foregoing, transfers of a beneficial interest in
any Class (or portion thereof) of Non-Registered Certificates (other than the
Residual Certificates) in accordance with the rules and procedures of the
Depository applicable to transfers by its respective participants will be
permitted if such transfer is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act.

         None of the Depositor, the Trustee, the Fiscal Agent 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
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee, the Fiscal Agent and the
Certificate Registrar against any liability that may result if the transfer is
not so exempt or is not made in accordance with such federal and state laws.

         (c) (i) No transfer of a Senior Certificate or a Class B, Class C,
Class D, Class E, Class F, Class G, Class S-MAC-1, Class S-MAC-2, Class S-MAC-3
or Class S-MAC-4 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, that is subject to ERISA or Section 4975 of the Code (each, a "Plan"),
or (B) 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: either (A) (1) such Plan qualifies as an
accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act of 1933, as amended and (2) at the time of such transfer, such
Certificates continue to be rated in one of the top four rating categories by at
least one Rating Agency or (B) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60 (as defined below)) and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as
of the date of acquisition of such Certificate. Each purchaser or transferee
that is a Plan or is investing on behalf of or with Plan assets of a Plan will
be deemed to have represented that the foregoing conditions have been satisfied.

                  (ii) No transfer of a Residual Certificate or any interest
         therein shall be made (A) to any Plan or (B) 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. No transfer of a Class H, Class J, Class K, Class L,
         Class M, Class N, Class O, Class P or Class S-AM Certificate or any
         interest therein shall be made (A) to any Plan or (B) 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 the prospective transferee of any such
         Certificate or any interest therein provides a certification of facts
         to the Depositor, the Master Servicer, the Fiscal Agent and the Trustee
         substantially to the effect that (or, if such Certificate is not in
         certificated form, will be deemed to represent that) the purchase of
         such Certificate by or on behalf of, or with "plan assets" of, any Plan
         is permissible under applicable law, will not constitute or result in
         any non-exempt prohibited transaction under ERISA or Section 4975 of
         the Code, will not subject the Depositor, the Trustee, the Fiscal Agent
         or the Master Servicer to any obligation in addition to those
         undertaken herein, and the


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         following conditions are met: (a) the source of funds used to purchase
         such Certificate is an "insurance company general account" (as such
         term is defined in United States Department of Labor Prohibited
         Transaction Class Exemption 95-60 ("PTCE 95-60")) and (b) the
         conditions set forth in Sections I and III of PTCE 95-60 have been
         satisfied as of the date of the acquisition of such Certificates. Any
         purchaser of a Class H, Class J, Class K, Class L, Class M, Class N,
         Class O, Class P or Class S-AM Certificate or any interest therein will
         be deemed to have represented by such purchase that either (a) such
         purchaser is not a Plan and is not purchasing such Certificates by or
         on behalf of, or with "plan assets" of, any Plan or (b) the purchase of
         any such Certificate by or on behalf of, or with "plan assets" of, any
         Plan is permissible under applicable law, will not result in any
         non-exempt prohibited transaction under ERISA or Section 4975 of the
         Code, and will not subject the Depositor, the Trustee, the Fiscal Agent
         or the Master Servicer to any obligation in addition to those
         undertaken herein, and the following conditions are met: (i) the source
         of funds used to purchase such Certificate is an "insurance company
         general account" (as such term is defined in PTCE 95-60) and (ii) the
         conditions set forth in Sections I and III of PTCE 95-60 have been
         satisfied as of the date of the acquisition of such Certificates. The
         Trustee may require that any prospective transferee of a Certificate
         that is held as a Definitive Certificate provide such certifications as
         the Trustee may deem desirable or necessary in order to establish that
         such transferee or the Person in whose name such registration is
         requested is not a Plan or a Person who is directly or indirectly
         purchasing such Certificate on behalf of, as named fiduciary of, as
         trustee of, or with "plan assets" of a Plan or that the conditions of
         an acceptable alternative have been satisfied. The Trustee shall not
         have any responsibility to monitor or restrict the transfer of
         Ownership Interests in any Certificates that are in the form of a
         Book-Entry Certificate.

         (d) (i) 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 Trustee under clause (ii)(A) below to deliver
payments to a Person other than such Person and to have irrevocably authorized
the Trustee under clause (ii)(B) 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 each Person acquiring
any Ownership Interest in a Residual Certificate are expressly subject to the
following provisions:

                  (A) Each Person holding or acquiring any Ownership Interest in
         a Residual Certificate shall be a Permitted Transferee and a United
         States Person and shall promptly notify the Trustee 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 Trustee shall require delivery
         to it, and no Transfer of any Residual Certificate shall be registered
         until the Trustee receives, an affidavit and agreement substantially in
         the form attached hereto as Exhibit C-1 (a "Transfer Affidavit and
         Agreement") from the proposed Transferee, in form and substance
         satisfactory to the Trustee, representing and warranting, among other
         things, that such Transferee is a Permitted Transferee, that it is not
         acquiring


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<PAGE>

         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, and
         that it has reviewed the provisions of this Section 5.02(d) 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
         Trustee 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 any 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 Trustee a certificate
         substantially in the form attached hereto as Exhibit C-2 stating that,
         among other things, it has no actual knowledge that such prospective
         Transferee is not a Permitted Transferee or is not a United States
         Person.

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

                  (ii) (A) If any purported Transferee shall become a Holder of
a Residual Certificate in violation of the provisions of this Section 5.02(d) 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
5.02(d) shall be restored, to the extent permitted by law, to all rights as
Holder thereof retroactive to the date of registration of such Transfer of such
Residual Certificate. None of the Trustee, the Master Servicer, the Special
Servicer or the Certificate Registrar 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 5.02(d) 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.

                  (B) If any purported Transferee shall become a Holder of a
         Residual Certificate in violation of the restrictions in this Section
         5.02(d), 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 of the


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         prior Holder of such Residual Certificate as described in clause
         (ii)(A) 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, to sell such Residual Certificate
         to a purchaser selected by the Trustee on such terms as the Trustee may
         choose. Such non-complying Holder shall promptly endorse and deliver
         such Residual Certificate in accordance with the instructions of the
         Trustee. Such purchaser may be the Trustee itself or any Affiliate of
         the Trustee. The proceeds of such sale, net of the commissions (which
         may include commissions payable to the Trustee or its Affiliates),
         expenses and taxes due, if any, will be remitted by the Trustee to such
         non-complying Holder. The terms and conditions of any sale under this
         clause (ii)(B) shall be determined in the sole discretion of the
         Trustee, and the Trustee shall not be liable to any Person having an
         Ownership Interest in a Residual Certificate as a result of its
         exercise of such discretion.

                  (iii) The Trustee shall make available 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 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 Trustee for providing such information.

                  (iv) The provisions of this Section 5.02(d) set forth prior to
this subsection (iv) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee 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 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 REMIC-related tax caused by the Transfer of a Residual Certificate
         to a Person which is not a Permitted Transferee.



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                  (e) Subject to the preceding subsections, upon surrender for
         registration of transfer of any Certificate at the offices of the
         Certificate Registrar maintained for such purpose, the Trustee shall
         execute and the Certificate Registrar shall authenticate and deliver,
         in the name of the designated transferee or transferees, one or more
         new Certificates of the same Class of a like aggregate Percentage
         Interest.

                  (f) At the option of any Holder, its Certificates may be
         exchanged for other Certificates of authorized denominations of the
         same Class of a like aggregate Percentage Interest, upon surrender of
         the Certificates to be exchanged at the offices of the Certificate
         Registrar maintained for such purpose. Whenever any Certificates are so
         surrendered for exchange, the Trustee shall execute and the Certificate
         Registrar shall authenticate and deliver the Certificates which the
         Certificateholder making the exchange is entitled to receive.

                  (g) Every Certificate presented or surrendered for transfer or
         exchange shall (if so required by the Trustee or the Certificate
         Registrar) be duly endorsed by, or be accompanied by a written
         instrument of transfer in the form satisfactory to the Trustee and the
         Certificate Registrar duly executed by, the Holder thereof or his
         attorney duly authorized in writing.

                  (h) No service charge shall be imposed for any transfer or
         exchange of Certificates, but the Trustee or the Certificate Registrar
         may require payment of a sum sufficient to cover any tax or other
         governmental charge that may be imposed in connection with any transfer
         or exchange of Certificates.

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

                  (j) Upon request, the Certificate Registrar shall provide the
         Master Servicer, the Special Servicer and the Depositor with an updated
         copy of the Certificate Register on or about January 1 and July 1 of
         each year, commencing January 1, 2001.

                  SECTION 5.03 Book-Entry Certificates.

                  (a) Each Class of Certificates other than Residual
         Certificates shall initially be issued as one or more Certificates
         registered in the name of the Depository or its nominee and, except as
         provided in subsection (c) below, transfer of such Certificates may not
         be registered by the Certificate Registrar unless such transfer is to a
         successor Depository that agrees to hold such Certificates for the
         respective Certificate Owners with Ownership Interests therein. Such
         Certificate Owners shall hold and transfer their respective Ownership
         Interests in and to such Certificates through the book-entry facilities
         of the Depository and, except as provided in subsection (c) below shall
         not be entitled to definitive, fully registered Certificates
         ("Definitive Certificates") in respect of such Ownership Interests. The
         Trustee shall not have any responsibility to monitor or restrict the
         transfer of Ownership Interests in any Book-Entry Certificate. All
         transfers by Certificate Owners of their respective Ownership Interests
         in the Book-Entry Certificates shall be made in accordance with the
         procedures established by the Depository Participant or brokerage firm
         representing such Certificate Owner. Each Depository


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Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

         (b) The Trustee, the Master Servicer, the Special Servicer, the
Depositor and the Certificate Registrar may for all purposes, including the
making of payments due on the Book-Entry Certificates, deal with the Depository
as the authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

         (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer and any other documents necessary to satisfy the
requirements of any applicable transfer restrictions, the Trustee shall execute,
and the Certificate Registrar shall authenticate and deliver, the applicable
Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent or the Certificate Registrar shall be liable for
any delay in delivery of such instructions, and each may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of the Registered
Certificates held in book-entry form, the registered holders of such Definitive
Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

         SECTION 5.04 Mutilated, Destroyed, Lost or Stolen Certificates.

         If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (ii) there is delivered
to the Trustee and the Certificate Registrar such security or indemnity as may
be required by them to save each of them harmless, then, in the absence of
actual notice to the Trustee or the Certificate Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute, and the
Certificate Registrar shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Certificate,


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a new Certificate of the same Class and like Percentage Interest. Upon the
issuance of any new Certificate under this Section, the Trustee and the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

         SECTION 5.05 Persons Deemed Owners.

         Prior to due presentation of a Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the person in whose name such Certificate is registered as of the related
Record Date as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
except as and to the extent provided in the definition of "Certificateholder",
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be affected
by notice to the contrary except as provided in Section 5.02(d).

                                   ARTICLE VI

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

         SECTION 6.01 Liability of the Depositor, the Master Servicer and the
                      Special Servicer.

         The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

         SECTION 6.02 Merger, Consolidation or Conversion of the Depositor, the
                      Master Servicer and the Special Servicer; Assignment of
                      Rights and Delegation of Duties by the Master Servicer and
                      the Special Servicer.

         (a) Subject to subsection (b) below, the Depositor, the Master Servicer
and the Special Servicer each will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
or Companion Loans and to perform its respective duties under this Agreement.

         (b) The Depositor, the Master Servicer and the Special Servicer may be
merged or consolidated with or into any Person, or transfer all or substantially
all of its assets to any Person, in which case any Person resulting from any
merger or consolidation to which the Depositor, the Master Servicer or the
Special Servicer shall be a party, or any Person succeeding


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to the business of the Depositor, the Master Servicer and the Special Servicer,
shall be the successor of the Depositor, the Master Servicer and the Special
Servicer, as the case may be, 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) such Person is
qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and
(ii) such merger, consolidation or succession will not result in the downgrade,
qualification or withdrawal of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).

         (c) Notwithstanding anything else in this Section 6.02 and Section 6.04
to the contrary, the Master Servicer and the Special Servicer may assign all of
its rights and delegate all of its duties and obligations under this Agreement;
provided that the Person accepting such assignment or delegation shall be a
Person that is qualified to service multifamily mortgage loans on behalf of FNMA
or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is
willing to service the Mortgage Loans and Companion Loans and executes and
delivers to the Depositor and the Trustee an agreement, in form and substance
reasonably satisfactory to the Depositor and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
or the Special Servicer, as the case may be, under this Agreement; provided
further that such assignment or delegation will not result in the downgrade,
qualification or withdrawal of the then-current ratings of the Classes of
Certificates that have been rated (as evidenced by a Rating Agency
Confirmation). In the case of any such assignment and delegation, the Master
Servicer or the Special Servicer, as the case may be, shall be released from its
obligations under this Agreement, except that the Master Servicer or the Special
Servicer, as the case may be, shall remain liable for all liabilities and
obligations incurred by it, or arising from its conduct, hereunder prior to the
satisfaction of the conditions to such assignment and delegation set forth in
the preceding sentence. Notwithstanding anything above to the contrary, each of
the Master Servicer and the Special Servicer may, in its sole discretion,
appoint Sub-Servicers in accordance with Section 3.22 hereof and independent
contractors or agents to perform select duties thereof, provided that the Master
Servicer or the Special Servicer shall not be relieved from such duties solely
by virtue of such appointment.

         SECTION 6.03 Limitation on Liability of the Depositor, the Master
                      Servicer, the Special Servicer and Others.

         None of the Depositor, the Master Servicer, the Special Servicer or any
of the directors, officers, employees or agents of the Depositor, the Master
Servicer or the Special Servicer shall be under any liability to the Trust Fund
or the Certificateholders for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer, the Special Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, the
Special Servicer and any director, officer, employee or agent of the Depositor,
the Master Servicer or the Special Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor,


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<PAGE>

the Master Servicer and the Special Servicer and any director, officer, employee
or agent of the Depositor, the Master Servicer or the Special Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates or any asset of the Trust Fund, other than any loss,
liability or expense specifically required to be borne by such Person pursuant
to the terms hereof, or which constitutes a Servicing Advance (and is otherwise
specifically reimbursable hereunder), or which is incurred by such Person by
reason of such Person's willful misfeasance, bad faith or negligence in the
performance of such Person's duties hereunder or by reason of such Person's
reckless disregard of obligations and duties hereunder. Notwithstanding the
foregoing, in the event of any loss, liability or expense described in the
preceding sentence relates to a Loan Group or related Mortgaged Property, (A)
only the Trust Fund and the related Class S Certificateholder (and not any
unrelated Class S Certificateholder) shall be required to indemnify such Persons
specified in such sentence, and such indemnification shall be made only from
amounts otherwise distributable to such Class S Certificateholder and to the
Trust Fund and (B) no Class S Certificateholder shall have any liability
hereunder with respect to any loss, liability or expense (i) relating solely to
any other Loan Group or Mortgage Loan not a part of such Loan Group or (ii)
relating solely to the issuance, sale, transfer or administration of or
distributions with respect to the Certificates or otherwise solely to the Trust
Fund.

         None of the Depositor, the Master Servicer or the Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not incidental
to its respective duties under this Agreement and which in its opinion may
involve it in any ultimate expense or liability; provided, however, that the
Depositor, the Master Servicer or the Special Servicer may in its discretion
undertake any such action, proceeding, hearing or examination that it may deem
necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action, proceeding, hearing or
examination and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor, the Master Servicer and the
Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Collection Account as
provided by Section 3.05(a).

         SECTION 6.04 Depositor, Master Servicer and Special Servicer Not to
                      Resign.

         Subject to the provisions of Section 6.02, none of the Depositor, the
Master Servicer or the Special Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Depositor, the Master Servicer
or the Special Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Master Servicer or
the Special Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the responsibilities and obligations of the Master
Servicer or the Special Servicer, as the case may be, in accordance with Section
7.02.



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<PAGE>

         SECTION 6.05 Rights of the Depositor in Respect of the Master Servicer
                      and the Special Servicer.

         The Depositor may, but is not obligated to, enforce the obligations of
the Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or the Special Servicer hereunder or exercise the rights
of the Master Servicer or the Special Servicer hereunder; provided, however,
that neither the Master Servicer nor the Special Servicer shall be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer or the Special Servicer
and is not obligated to supervise the performance of the Master Servicer or the
Special Servicer under this Agreement or otherwise.

                                  ARTICLE VII

                                     DEFAULT

         SECTION 7.01 Events of Default.

         (a) "Event of Default", wherever used herein, means any one of the
following events:

                  (i) (A) any failure by the Master Servicer to make a required
         deposit to the Collection Account which continues unremedied for one
         Business Day following the date on which such deposit was first
         required to be made, or (B) any failure by the Master Servicer to
         deposit into, or to remit to the Trustee for deposit into, the
         applicable Distribution Account any amount required to be so deposited
         or remitted, which failure is not remedied by 11:00 a.m. (New York City
         time) on the relevant Distribution Date; or

                  (ii) any failure by the Special Servicer to deposit into, or
         to remit to the Master Servicer for deposit into, the Collection
         Account any amount required to be so deposited or remitted under 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; or

                  (iii) any failure by the Master Servicer or the Special
         Servicer to timely make any Servicing Advance required to be made by it
         pursuant to this Agreement which continues unremedied for a period
         ending on the earlier of (A) 15 days following the date such Servicing
         Advance was first required to be made, and (B) either, if applicable,
         (1) in the case of a Servicing Advance relating to the payment of
         insurance premiums, the day on which such insurance coverage terminates
         if such premiums are not paid or (2) in the case of a Servicing Advance
         relating to the payment of real estate taxes, the date of the
         commencement of a foreclosure action with respect to the failure to
         make such payment; or

                  (iv) any failure on the part of the Master Servicer or the
         Special Servicer duly to observe or perform in any material respect any
         other of the covenants or agreements on the part of the Master Servicer
         or the Special Servicer contained in this


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         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 or the Special
         Servicer, as the case may be, by the Trustee or the Depositor, or to
         the Master Servicer or the Special Servicer, as the case may be by the
         Holders of Certificates entitled to not less than 25% of the Voting
         Rights; provided, however, that if such covenant or agreement is
         capable of being cured and the Master Servicer or Special Servicer, as
         applicable, is diligently pursuing such cure, such 30 day period shall
         be extended for an additional 30 days; or

                  (v) any breach on the part of the Master Servicer or the
         Special Servicer of any representation or warranty contained in this
         Agreement which materially and adversely affects the interests of any
         Class of Certificateholders and which 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 or
         the Special Servicer by the Trustee or the Depositor, or to the Master
         Servicer or the Special Servicer, as the case may be by the Holders of
         Certificates entitled to not less than 25% of the Voting Rights;
         provided, however, if such breach is capable of being cured and the
         Master Servicer or Special Servicer, as applicable, is diligently
         pursuing such cure, such 30 day period shall be extended for an
         additional 30 days; or

                  (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 Master Servicer or the Special Servicer and such
         decree or order shall have remained in force undischarged or unstayed
         for a period of 60 days; or

                  (vii) the Master Servicer or 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
         of or relating to it or of or relating to all or substantially all of
         its property; or

                  (viii) the Master Servicer or the Special Servicer shall admit
         in writing its inability to pay its debts generally as they become due,
         file a petition to take advantage of any applicable 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;

                  (ix) the Trustee shall have received written notice from Fitch
         that the continuation of the Master Servicer or the Special Servicer in
         such capacity would result in the downgrade, qualification or
         withdrawal of any rating then assigned by such Fitch to any Class of
         Certificates; or



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                  (x) a Servicing Officer of the Master Servicer or the Special
         Servicer (as the case may be) receives actual knowledge, that: (i)
         Moody's has qualified, downgraded or withdrawn the rating or ratings on
         one or more Classes of Certificates, or (ii) that Moody's has placed
         one or more Classes of Certificates on "watch status" or "watch status"
         in contemplation of a rating qualification, downgrade or withdrawal
         (and such "watch status" placement shall not have been withdrawn by
         Moody's within 60 days of the date the Servicing Officer of the Master
         Servicer or the Special Servicer (as the case may be) obtained such
         actual knowledge), in the cases of either of clauses (i) or (ii),
         citing servicing concerns with the Master Servicer or the Special
         Servicer (as the case may be) as the sole or material factor in such
         action.

         (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights, the Trustee shall
terminate, by notice in writing to the Defaulting Party, with a copy of such
notice to the Depositor (if the termination is effected by the Trustee) or to
the Trustee (if the termination is effected by the Depositor), all of the rights
and obligations of the Defaulting Party under this Agreement and in and to the
Mortgage Loans and Loan Groups and the proceeds thereof (other than any rights
of the Defaulting Party as Certificateholder). From and after the receipt by the
Defaulting Party of such written notice, all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or Loan Groups
or otherwise, shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans or
Loan Groups and related documents, or otherwise. The Master Servicer and the
Special Servicer each agrees that if it is terminated pursuant to this Section
7.01(b), it shall promptly (and in any event no later than ten Business Days
subsequent to its receipt of the notice of termination) provide the Trustee or
any other Successor Master Servicer or Special Servicer with all documents and
records requested by it to enable it to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee or any other Successor Master Servicer or Special Servicer in
effecting the termination of the Master Servicer's or Special Servicer's, as the
case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within two Business Days to the Trustee or any other
Successor Master Servicer or Special Servicer for administration by it of all
cash amounts which shall at the time be or should have been credited by the
Master Servicer or the Special Servicer to the Collection Account, the
applicable Distribution Account, the REO Account or any Servicing Account or
thereafter be received with respect to the Mortgage Loans, Companion Loans or
any REO Property (provided, however, that the Master Servicer and the Special
Servicer each shall continue to be entitled to receive all amounts accrued or
owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances made by it or otherwise, and it and its
directors, officers, employees and agents shall continue to be entitled to the
benefits of Section 6.03 notwithstanding any such termination).



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<PAGE>

         SECTION 7.02 Trustee to Act; Appointment of Successor.

         On and after the time the Master Servicer or the Special Servicer
resigns pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall be the successor in all respects to the Master
Servicer or the Special Servicer, as the case may be, in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto and arising thereafter placed on the Master Servicer or the Special
Servicer, as the case may be, by the terms and provisions hereof, including,
without limitation, the Master Servicer's obligation to make Delinquency
Advances; provided that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's failure to provide
information or monies required by Section 7.01 shall not be considered a default
by the Trustee hereunder. The Trustee shall not be liable for any of the
representations and warranties of the Master Servicer or the Special Servicer or
for any losses incurred by the Master Servicer or the Special Servicer pursuant
to Section 3.06 hereunder nor shall the Trustee be required to purchase any
Mortgage Loan or Loan Group hereunder. As compensation therefor, the Trustee
shall be entitled to the applicable Servicing Fee and Special Servicing Fee and
all funds relating to the Mortgage Loans or Loan Groups which the Master
Servicer or the Special Servicer would have been entitled to charge to the
Collection Account or the applicable Distribution Account if the Master Servicer
or the Special Servicer had continued to act hereunder. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is
unable to so act or if the Holders of Certificates entitled to at least 51% of
the Voting Rights so request in writing to the Trustee or if the Trustee is not
approved as a master servicer or special servicer, as the case may be, by each
Rating Agency, promptly appoint any FNMA or FHLMC-approved mortgage loan
servicing institution that has a net worth of not less than $10,000,000 and is
otherwise acceptable to each Rating Agency (as evidenced by Rating Agency
Confirmation), as the successor to the Master Servicer hereunder or the Special
Servicer, as the case may be, in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or the Special
Servicer, as the case may be, hereunder. No appointment of a successor to the
Master Servicer or the Special Servicer, as the case may be, hereunder shall be
effective until the assumption of the successor to the Master Servicer or the
Special Servicer, as the case may be, of all the responsibilities, duties and
liabilities of the Master Servicer or the Special Servicer, as the case may be,
hereunder. Pending appointment of a successor to the Master Servicer or the
Special Servicer, as the case may be, hereunder, the Trustee shall act in such
capacity as hereinabove provided. In connection with any such appointment and
assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans, Companion
Loans or otherwise as it and such successor shall agree; provided, however, that
no such compensation shall be in excess of that permitted the resigning or
terminated party hereunder. The Depositor, the Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. The Trustee shall be reimbursed for all of its
out-of-pocket expenses incurred in connection with obtaining such successor
servicer by the Trust within 60 days of the Trustee's submission of an invoice
with respect thereto and after making reasonable efforts to collect such amounts
from the successor servicer, to the extent such expenses have not been
reimbursed by the successor servicer; such expenses paid by the Trust Fund shall
be deemed to be an Additional Trust Fund Expense.



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         SECTION 7.03 Notification to Certificateholders and Others.

         (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

         (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

         SECTION 7.04 Waiver of Events of Default.

         The Holders of Certificates representing at least 66 2/3% of the Voting
Rights allocated to the Classes of Certificates affected by any Event of Default
hereunder may waive such Event of Default; provided, however, that an Event of
Default under clause (i) or (ii) of Section 7.01 may be waived only by all of
the Certificateholders of the affected Classes. Upon any such waiver of an Event
of Default, such Event of Default shall cease to exist and shall be deemed to
have been remedied for every purpose hereunder. No such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereon
except to the extent expressly so waived. Notwithstanding any other provisions
of this Agreement, for purposes of waiving any Event of Default pursuant to this
Section 7.04, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if any other Person held
such Certificates.

                                  ARTICLE VIII

                   CONCERNING THE TRUSTEE AND THE FISCAL AGENT

         SECTION 8.01 Duties of Trustee and Fiscal Agent.

         (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee (other than as successor Master Servicer or Special Servicer) shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

         (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any


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such instrument is found not to conform to the requirements of this Agreement in
a material manner, the Trustee shall take such action as it deems appropriate to
have the instrument corrected. Neither the Trustee, nor the Fiscal Agent shall
be responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order or other instrument furnished by the
Depositor, the Master Servicer or the Special Servicer or any other person and
accepted by the Trustee in good faith, pursuant to this Agreement.

         (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Fiscal Agent from liability for its own negligent action, its own
negligent failure to act or its own willful misconduct; provided, however, that:

                  (i) Prior to the occurrence of an Event of Default, and after
         the curing of all such Events of Default which may have occurred, the
         duties and obligations of the Trustee and the Fiscal Agent shall be
         determined solely by the express provisions of this Agreement, the
         Trustee and the Fiscal Agent shall not be liable except for the
         performance of such duties and obligations as are specifically set
         forth in this Agreement, no implied covenants or obligations shall be
         read into this Agreement against the Trustee or the Fiscal Agent and,
         in the absence of bad faith on the part of the Trustee or the Fiscal
         Agent, the Trustee and the Fiscal Agent may conclusively rely, as to
         the truth of the statements and the correctness of the opinions
         expressed therein, upon any certificates or opinions furnished to the
         Trustee or the Fiscal Agent and conforming to the requirements of this
         Agreement;

                  (ii) Neither the Trustee nor the Fiscal Agent shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer or Responsible Officers of the Trustee or the
         Fiscal Agent, unless it shall be proved that the Trustee was negligent
         in ascertaining the pertinent facts; and

                  (iii) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of Holders of Certificates
         entitled to at least 25% of the Voting Rights relating to the time,
         method and place of conducting any proceeding for any remedy available
         to the Trustee, or exercising any trust or power conferred upon the
         Trustee, under this Agreement.

                  SECTION 8.02 Certain Matters Affecting the Trustee.

                  Except as otherwise provided in Section 8.01:

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

                  (ii) The Trustee and the Fiscal Agent may consult with counsel
         and the written advice of such counsel or any Opinion of Counsel shall
         be full and complete


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         authorization and protection in respect of any action taken or suffered
         or omitted by it hereunder in good faith and in accordance therewith
         and the expense of such consultation with counsel shall be reimbursable
         under Section 8.05(b) hereof;

                  (iii) Neither the Trustee nor the Fiscal Agent (in their
         respective capacities as such) shall be under any obligation to
         exercise any of the trusts or powers vested in it by this Agreement or
         to make any investigation of matters arising hereunder or to institute,
         conduct or defend any litigation hereunder or in relation hereto at the
         request, order or direction of any of the Certificateholders, pursuant
         to the provisions of this Agreement, unless such Certificateholders
         shall have offered to the Trustee or the Fiscal Agent, as applicable,
         reasonable security or indemnity against the costs, expenses and
         liabilities which may be incurred therein or thereby; neither the
         Trustee nor the Fiscal Agent shall be required 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; nothing contained herein
         shall, however, relieve the Trustee of the obligation, upon the
         occurrence of an Event of Default which has not been cured, to exercise
         such of the rights and powers vested in it by this Agreement, and to
         use the same degree of care and skill in their exercise as a prudent
         man would exercise or use under the circumstances in the conduct of his
         own affairs;

                  (iv) Neither the Trustee nor the Fiscal Agent shall be
         personally liable for any action reasonably taken, suffered or omitted
         by it in good faith and believed by it to be authorized or within the
         discretion or rights or powers conferred upon it by this Agreement;

                  (v) Prior to the occurrence of an Event of Default hereunder
         and after the curing of all Events of Default which may have occurred,
         the Trustee shall not be bound to make any investigation into the facts
         or matters stated in any resolution, certificate, statement,
         instrument, opinion, report, notice, request, consent, order, approval,
         bond or other paper or document, unless requested in writing to do so
         by Holders of Certificates entitled to at least 50% of the Voting
         Rights; provided, however, that if the payment within a reasonable time
         to the Trustee of the costs, expenses or liabilities likely to be
         incurred by it in the making of such investigation is, in the opinion
         of the Trustee, not reasonably assured to the Trustee by the security
         afforded to it by the terms of this Agreement, the Trustee may require
         reasonable indemnity against such expense or liability as a condition
         to taking any such action;

                  (vi) The Trustee nor the Fiscal Agent may execute any of the
         trusts or powers hereunder or perform any duties hereunder either
         directly or by or through agents, provided that the Trustee shall not
         be relieved from such duties, and the Trustee shall remain responsible
         for all acts and omissions of any such agent;

                  (vii) For all purposes under this Agreement, the Trustee shall
         not be deemed to have notice of any Event of Default unless a
         Responsible Officer of the Trustee has actual knowledge thereof or
         unless written notice of any event which is in


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         fact such a default is received by the Trustee at the Corporate Trust
         Office, and such notice references the Certificates or this Agreement;
         and

                  (viii) Neither the Trustee nor the Fiscal Agent shall be
         responsible for any act or omission of the Master Servicer or the
         Special Servicer (unless the Trustee is acting as Master Servicer or
         the Special Servicer, as the case may be) or of the Depositor or any
         other person.

                  SECTION 8.03 Trustee and Fiscal Agent not Liable for Validity
                               or Sufficiency of Certificates or Mortgage Loans
                               or Companion Loans.

                  The recitals contained herein and in the Certificates, other
than the representations and warranties of, and the other statements attributed
to the Trustee in Sections 2.02, 2.05, 2.07 and 8.13 and the signature of the
Trustee set forth on each outstanding Certificate, shall be taken as the
statements of the Depositor, the Master Servicer or the Special Servicer, as the
case may be, and neither the Trustee nor the Fiscal Agent assume responsibility
for their correctness. Neither the Trustee nor the Fiscal Agent make any
representations as to the validity or sufficiency of this Agreement (except to
the extent set forth in Section 8.13) or of any Certificate (other than as to
the signature of the Trustee set forth thereon) or of any Mortgage Loan,
Companion Loan or related document. Neither the Trustee nor the Fiscal Agent
shall be accountable for the use or application by the Depositor of any of the
Certificates issued to it or of the proceeds of such Certificates, or for the
use or application of any funds paid to the Depositor in respect of the
assignment of the Mortgage Loans and Companion Loans to the Trust Fund, or any
funds deposited in or withdrawn from the Collection Account or any other account
by or on behalf of the Depositor, the Master Servicer or the Special Servicer.
Neither the Trustee nor the Fiscal Agent shall be responsible for the accuracy
or content of any resolution, certificate, statement, opinion, report, document,
order or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee or the Fiscal Agent in good faith,
pursuant to this Agreement.

                  SECTION 8.04 Trustee and Fiscal Agent May Own Certificates.

                  Each of the Trustee and the Fiscal Agent, in their individual
or any other capacity, may become the owner or pledgee of Certificates with the
same rights it would have if it were not Trustee or the Fiscal Agent.

                  SECTION 8.05 Fees and Expenses of Trustee; Indemnification of
                               Trustee and Fiscal Agent.

                  (a) Monthly, the Trustee shall be entitled to withdraw the
         Trustee Fee from the Certificate Distribution Account pursuant to
         Section 3.05(b) 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 hereunder of the Trustee. As to each Mortgage Loan,
         Companion Loan and REO Loan, the Trustee Fee shall accrue from time to
         time at the Trustee Fee Rate and shall be computed on the same basis
         and the same principal amount respecting which any related interest
         payment due on such Mortgage Loan, Companion Loan or deemed to be due
         on such REO Loan is computed. On or prior to the Distribution Date in
         each month, the Trustee shall be entitled to


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         withdraw and pay itself from amounts then on deposit in the
         Distribution Account an amount equal to the then unpaid Trustee Fees.

         (b) The Trustee, Fiscal Agent and any director, officer, employee or
agent of the Trustee and the Fiscal Agent and any of its directors, officers,
employees or agents shall be indemnified and held harmless by the Trust Fund (to
the extent of amounts on deposit in the applicable Distribution Account from
time to time) against any loss, liability or expense (including, without
limitation, costs and expenses of litigation, and of investigation, counsel
fees, damages, judgments and amounts paid in settlement) arising out of, or
incurred in connection with, any act or omission of the Trustee and the Fiscal
Agent relating to the exercise and performance of any of the powers and duties
of the Trustee and the Fiscal Agent hereunder; provided that neither the
Trustee, the Fiscal Agent nor any of the other above specified Persons shall be
entitled to indemnification pursuant to this Section 8.05(b) for (i) allocable
overhead, (ii) expenses or disbursements incurred or made by or on behalf of the
Trustee or the Fiscal Agent in the normal course of the Trustee's and the Fiscal
Agent's performing their routine duties in accordance with any of the provisions
hereof, (iii) any expense or liability specifically required to be borne thereby
pursuant to the terms hereof, or (iv) any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or negligence in the performance of the
Trustee's or Fiscal Agent's obligations and duties hereunder, or by reason of
reckless disregard of such obligations or duties, or as may arise from a breach
of any representation, warranty or covenant of the Trustee or Fiscal Agent made
herein. The provisions of this Section 8.05(b) shall survive any resignation or
removal of the Trustee and appointment of a successor trustee or fiscal agent.

         SECTION 8.06 Eligibility Requirements for Trustee and Fiscal Agent.

         The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at least
$100,000,000 and subject to supervision or examination by federal or state
authority. If such association or corporation 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 association or corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
condition so published. The long-term unsecured debt obligations of the Trustee
shall at all times be rated not less than "Aa2" by Moody's and "AA" by Fitch
(or, if not rated by Fitch, otherwise acceptable to Fitch as would not result in
a qualification, downgrade or withdrawal of the rating assigned by Fitch to any
Class of Certificates) or if and for so long as a Fiscal Agent is appointed and
acting hereunder, at least investment grade by each Rating Agency (or, if not
rated by Fitch, otherwise acceptable to Fitch as would not result in a
qualification, downgrade or withdrawal of the rating assigned by Fitch to any
Class of Certificates); provided, that either the Trustee or the Fiscal Agent
shall at all times be an institution whose long term senior unsecured debt is
rated not less than "Aa2" by Moody and "AA" by Fitch or such other rating as
shall not result in the qualification, downgrade or withdrawal of any of the
ratings then assigned to the respective Classes of Certificates, as confirmed in
writing by each Rating Agency. In case at any time the Trustee or the Fiscal
Agent shall cease to be eligible in accordance with the provisions of this
Section, the Trustee or the Fiscal Agent shall resign immediately in the manner
and with the effect specified in Section 8.07; provided that if the


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Trustee shall cease to be so eligible because its combined capital and surplus
is no longer at least $100,000,000 or its long-term unsecured debt rating no
longer conforms to the requirements of the immediately preceding sentence, and
if the Trustee proposes to the other parties hereto to enter into an agreement
with (and reasonably acceptable to) each of them or the Trustee appoints a
fiscal agent, and if in light of such agreement or such appointment, the
Trustee's continuing to act in such capacity would not (as evidenced in writing
by each Rating Agency) cause any Rating Agency to qualify, downgrade or withdraw
any rating assigned thereby to any Class of Certificates, then upon the
execution and delivery of such agreement or the effectiveness of such
appointment, the Trustee shall not be required to resign, and may continue in
such capacity, for so long as none of the ratings assigned by the Rating
Agencies to the Certificates is adversely affected thereby. The corporation or
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Master Servicer, the Special Servicer and their
respective Affiliates.

         SECTION 8.07 Resignation and Removal of the Trustee and the Fiscal
                      Agent.

         (a) The Trustee or the Fiscal 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, the Special Servicer and to all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee or fiscal agent acceptable to the
Master Servicer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or the Fiscal Agent and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer and the Certificateholders by the Depositor. If no
successor trustee or fiscal agent shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee or the Fiscal Agent may petition any court of competent
jurisdiction for the appointment of a successor trustee.

         (b) If at any time the Trustee or Fiscal Agent shall cease to be
eligible in accordance with the provisions of Section 8.06 and shall fail to
resign after written request therefor by the Depositor or the Master Servicer,
or if at any time the Trustee or Fiscal Agent shall become incapable of acting,
or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or
Fiscal Agent or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or Fiscal Agent or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee or Fiscal Agent and appoint a successor trustee
or fiscal agent acceptable to the Master Servicer by written instrument, in
duplicate, which instrument shall be delivered to the Trustee or Fiscal Agent so
removed and to the successor trustee or fiscal agent. A copy of such instrument
shall be delivered to the Master Servicer, the Special Servicer and the
Certificateholders by the Depositor.

         (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee or the Fiscal Agent and appoint a
successor trustee or fiscal agent by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer,
one complete set to the


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Trustee so removed and one complete set to the successor so appointed. A copy
of such instrument shall be delivered to the Depositor, the Special Servicer
and the remaining Certificateholders by the Master Servicer.

         (d) Any resignation or removal of the Trustee or the Fiscal Agent and
appointment of a successor trustee or fiscal agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor trustee or fiscal agent as provided in Section
8.08. Upon any succession of the Trustee or the Fiscal Agent under this
Agreement, the predecessor Trustee or the Fiscal Agent shall be entitled to the
payment of compensation and reimbursement for services rendered and expenses
incurred (including without limitation unreimbursed Advances and interest
thereon made thereby) accrued or payable up to and including the effective date
of such termination, at such times and from such sources as if the predecessor
Trustee or the Fiscal Agent had not resigned or been removed. Any resignation or
removal of the Trustee shall be deemed to be a simultaneous removal of the
Fiscal Agent hereunder.

         SECTION 8.08 Successor Trustee and Fiscal Agent.

         (a) Any successor trustee or fiscal agent appointed as provided in
Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee or fiscal agent shall become effective and such
successor trustee or fiscal agent, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with the like effect as if originally named as
trustee or fiscal agent herein. The predecessor trustee or fiscal agent shall
deliver to the successor trustee or fiscal agent all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a Custodian, which Custodian shall become the
agent of the successor trustee), and the Depositor, the Master Servicer, the
Special Servicer and the predecessor trustee or fiscal agent shall execute and
deliver such instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee all such
rights, powers, duties and obligations, and to enable the successor trustee and
fiscal agent, if applicable, to perform its obligations hereunder.

         (b) No successor trustee or fiscal agent shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such
successor trustee or fiscal agent shall be eligible under the provisions of
Section 8.06.

         (c) Upon acceptance of appointment by a successor trustee as provided
in this Section 8.08, the successor trustee or fiscal agent shall mail notice of
such appointment to the Depositor and the Certificateholders.

         SECTION 8.09 Merger or Consolidation of Trustee and Fiscal Agent.

         Any entity into which the Trustee or the Fiscal Agent may be merged or
converted or with which it may be consolidated or any entity resulting from any
merger, conversion or consolidation to which the Trustee or the Fiscal Agent
shall be a party, or any entity succeeding to the corporate trust business of
the Trustee or the Fiscal Agent, shall be the


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successor of the Trustee or the Fiscal Agent hereunder, provided such entity
shall be eligible under the provisions of Section 8.06, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.

         SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

         (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within fifteen days after the receipt
by it of a request to do so, or in case an Event of Default in respect of the
Master Servicer shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.

         (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, 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 or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate trustee or co-trustee at the
direction of the Trustee.

         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. 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.

         (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of


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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.

         (e) The appointment of a co-trustee or separate trustee under this
Section 8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

         SECTION 8.11 Appointment of Custodians.

         The Trustee may, with the consent of the Master Servicer, appoint one
or more Custodians to hold all or a portion of the Mortgage Files as agent for
the Trustee. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall itself (or together with an
affiliate guaranteeing its financial performance) have a combined capital and
surplus of at least $15,000,000, shall have long-term unsecured debt obligation
ratings from Fitch of at least "BBB" or be otherwise acceptable to Fitch, shall
be qualified to do business in the jurisdiction in which it holds any Mortgage
File, shall maintain and keep in full force and effect throughout the term of
this Agreement a fidelity bond and an errors and omissions insurance policy
covering its officers and employees and other persons acting on its behalf in
connection with its activities under the Agreement in the amount of coverage
customary for custodians acting in such capacity, and shall not be the
Depositor, a Mortgage Loan Seller or any Affiliate of the Depositor or a
Mortgage Loan Seller. Each Custodian shall be subject to the same obligations
and standard of care as would be imposed on the Trustee hereunder in connection
with the retention of Mortgage Files directly by the Trustee. The appointment of
one or more Custodians shall not relieve the Trustee from any of its obligations
hereunder, and the Trustee shall remain responsible for all acts and omissions
of any Custodian.

         SECTION 8.12 Access to Certain Information.

         (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies of any private placement memorandum or other disclosure
document used by the Depositor or its Affiliate in connection with the offer and
sale of the Class of Certificates to which such Non-Registered Certificate
belongs. In addition, if any such private placement memorandum or disclosure
document is revised, amended or supplemented at any time following the delivery
thereof to the Trustee, the Depositor promptly shall inform the Trustee of such
event and shall deliver to the Trustee ten copies of the private placement
memorandum or disclosure document, as revised, amended or supplemented. The
Trustee shall maintain at its offices primarily responsible for administering
the Trust Fund (or at the Primary Servicing Office of the Master Servicer) and
shall, upon reasonable advance notice, make available during normal business
hours for review by any Holder, Certificate Owner or prospective transferee of a
Certificate or interest therein, originals or copies of the following items: (i)
in the case of a Holder, Certificate Owner or prospective transferee of a
Non-Registered Certificate or interest therein, any private placement memorandum
or other disclosure document relating to the Class of Certificates to which such
Non-Registered Certificate belongs, in the form most recently provided to the
Trustee; and (ii) in all cases, (A) this Agreement and any amendments hereto
entered into pursuant to Section 11.01, (B) all reports required to be delivered
to Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, (C) all Officer's Certificates delivered to the Trustee since the
Closing Date pursuant to Section 3.13, (D) all accountants' reports delivered to
the Trustee


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since the Closing Date pursuant to Section 3.14, (E) the most recent
inspection report prepared by the Master Servicer or Special Servicer and
delivered to the Trustee in respect of each Mortgaged Property pursuant to
Section 3.12, (F) as to each Mortgage Loan and Companion Loan pursuant to which
the related Mortgagor is required to deliver such items or the Master Servicer
or Special Servicer has otherwise acquired such items, the most recent annual
operating statement and rent roll of the related Mortgaged Property and
financial statements of the related Mortgagor collected by the Master Servicer
or the Special Servicer and delivered to the Trustee pursuant to Section
3.12(b), (G) any and all notices and reports delivered to the Trustee with
respect to any Mortgaged Property securing a defaulted Mortgage Loan or
Companion Loan as to which the environmental testing contemplated by Section
3.09(c) revealed that either of the conditions set forth in clauses (i) and (ii)
of the first sentence thereof was not satisfied (but only for so long as such
Mortgaged Property or the related Mortgage Loan or Companion Loan are part of
the Trust Fund), (H) the respective Mortgage Files, including, without
limitation, any and all modifications, waivers and amendments of the terms of a
Mortgage Loan or Companion Loan entered into by the Master Servicer or the
Special Servicer and delivered to the Trustee pursuant to Section 3.20 (but only
for so long as the affected Mortgage Loan or Companion Loan is part of the Trust
Fund), (I) copies of any Appraisals performed as a result of an Appraisal
Reduction Event, and (J) any and all Officer's Certificates and other evidence
delivered to or retained by the Trustee to support the Master Servicer's,
Special Servicer's, or Trustee's or Fiscal Agent's determination that any
Advance was or, if made, would be a Nonrecoverable Advance. Copies of any and
all of the foregoing items will be available from the Trustee upon written
request; however, the Trustee shall be permitted to require from the requesting
Certificateholder payment of a sum sufficient to cover the reasonable costs and
expenses of providing such copies.

         In connection with providing access to or copies of the items described
in the preceding paragraph, the Trustee may require (a) in the case of
Certificate Owners, a written confirmation executed by the requesting Person, in
form reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, a written confirmation executed by the requesting Person,
in form reasonably satisfactory to the Trustee, generally to the effect that
such Person is a prospective purchaser of a Certificate or an interest therein,
is requesting the information solely for use in evaluating a possible investment
in Certificates and will otherwise keep such information confidential. All
Certificateholders, by the acceptance of their Certificates, shall be deemed to
have agreed to keep such information confidential. Notwithstanding the foregoing
provisions of this Section 8.12(a), the Trustee shall have no responsibility for
the accuracy, completeness or sufficiency for any purpose of any information so
made available or furnished by it pursuant to this Section 8.12(a).

         (b) The Trustee shall provide or cause to be provided to the Depositor,
the Master Servicer, and the Special Servicer, and to the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, and any other federal or
state banking or insurance regulatory authority that may exercise authority over
any Certificateholder, access to the Mortgage Files and any other documentation
regarding the Mortgage Loans, Companion Loans and the Trust Fund within its
control which may be required by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Trustee
designated by it.



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         SECTION 8.13 Representations and Warranties of the Trustee and the
                      Fiscal Agent.

         (a) The Trustee hereby represents and warrants to the Master Servicer,
for its own benefit and the benefit of the Certificateholders, and to the
Special Servicer and the Depositor, as of the Closing Date, that:

                  (i) The Trustee is a national banking association duly
         organized, validly existing and in good standing under the laws of the
         United States of America.

                  (ii) The execution and delivery of this Agreement by the
         Trustee, and the performance and compliance with the terms of this
         Agreement by the Trustee, will not violate the Trustee's organizational
         documents or constitute a default (or an event which, with notice or
         lapse of time, or both, would constitute a default) under, or result in
         the breach of, any material agreement or other instrument to which it
         is a party or which is applicable to it or any of its assets.

                  (iii) This Agreement, assuming due authorization, execution
         and delivery by the Special Servicer, the Master Servicer, the Fiscal
         Agent and the Depositor, constitutes a valid, legal and binding
         obligation of the Trustee, enforceable against the Trustee in
         accordance with the terms hereof, subject to applicable bankruptcy,
         insolvency, reorganization, moratorium and other laws affecting the
         enforcement of creditor's rights generally, and general principles of
         equity, regardless of whether such enforcement is considered in a
         proceeding in equity or at law.

                  (iv) 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 governmental agency having jurisdiction,
         which default, in the Trustee's good faith and reasonable judgment, is
         likely to affect materially and adversely the ability of the Trustee to
         perform its obligations or the financial condition or operations of the
         Trustee or its properties.

                  (v) No litigation is pending or, to the best of the Trustee's
         knowledge, threatened against the Trustee which would prohibit the
         Trustee from entering into this Agreement or, in the Trustee's good
         faith and reasonable judgment, is likely to materially and adversely
         affect the ability of the Trustee to perform its obligations under this
         Agreement.

                  (vi) No consent, approval, authorization or order of,
         registration or filing with or notice to, any governmental authority or
         court is required, under federal or state law, for the execution,
         delivery and performance of or compliance by the Trustee with this
         Agreement, or the consummation by the Trustee of any transaction
         contemplated hereby, other than (1) such consents, approvals,
         authorization, qualifications, registrations, filings or notices as
         have been obtained or made and (2) where the lack of such consent,
         approval, authorization, qualification, registration, filing or notice
         would not have a material adverse effect on performance by the Trustee
         under this Agreement.



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         (b) The Fiscal Agent hereby represents and warrants to the Master
Servicer, for its own benefit and the benefit of the Certificateholders, and to
the Special Servicer and the Depositor, as of the Closing Date, that:

                  (i) The Fiscal Agent is an organization organized under the
         laws of the Netherlands, duly organized, validly existing and in good
         standing under the laws governing its creation and existence.

                  (ii) The execution and delivery of this Agreement by the
         Fiscal Agent, and the performance and compliance with the terms of this
         Agreement by the Fiscal Agent, will not violate the Fiscal Agent's
         organizational documents or constitute a default (or an event which,
         with notice or lapse of time, or both, would constitute a default)
         under, or result in the breach of, any material agreement or other
         instrument to which it is a party or which is applicable to it or any
         of its assets.

                  (iii) This Agreement, assuming due authorization, execution
         and delivery by the Special Servicer, the Master Servicer, the Trustee
         and the Depositor, constitutes a valid, legal and binding obligation of
         the Fiscal Agent, enforceable against the Fiscal Agent in accordance
         with the terms hereof, subject to applicable bankruptcy, insolvency,
         reorganization, moratorium and other laws affecting the enforcement of
         creditors' rights generally, and general principles of equity,
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law.

                  (iv) 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 governmental agency, which default, in the
         Fiscal Agent's good faith and reasonable judgment, is likely to affect
         materially and adversely either the ability of the Fiscal Agent to
         perform its obligations or the financial conditions or operations of
         the Fiscal Agent or its properties.

                  (v) No litigation is pending or, to the best of the Fiscal
         Agent's knowledge, threatened against the Fiscal Agent which would
         prohibit the Fiscal Agent from entering into this Agreement or, in the
         Fiscal Agent's good faith and reasonable judgment, is likely to
         materially and adversely affect the ability of the Fiscal Agent to
         perform its obligations under this Agreement.

                  (vi) No consent, approval, authorization or order of,
         registration or filing with or notice to, any governmental authority or
         court is required, under federal or state law for the execution,
         delivery and performance of or compliance by the Fiscal Agent with this
         Agreement, or the consummation by the Fiscal Agent of any transaction
         contemplated hereby, other than (1) such consents, approvals,
         authorizations qualifications, registrations, filings or notices as
         have been obtained or made and (2) where the lack of such consent,
         approval, authorization, qualification, registration, filing or notice
         would not have a material adverse effect on the performance by the
         Fiscal Agent under this Agreement.



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         SECTION 8.14 Filings with the Securities and Exchange Commission.

         Based on information furnished to it by the Master Servicer and the
Depositor (in an 80 column unformatted electronic format acceptable to the
Trustee), the Trustee will prepare and file with the Securities and Exchange
Commission on Form 8-K (including EDGAR filings), on behalf of the Trust Fund,
each Distribution Date Statement. The Trustee shall have no responsibility to
file any items other than those specified in this Section 8.14. Prior to January
2, 2002 (and each anniversary thereafter until directed by the Depositor to file
a Form 15, delisting the transaction) the Trustee shall hire counsel selected by
the Depositor to file Form 10-K's on behalf of the Trust Fund for the preceding
fiscal year. Any fees and expenses accrued and incurred by the Trustee in
connection with this Section 8.14 (including reasonable attorneys' fees) shall
be reimbursed to it by the Depositor. Prior to filing any such reports, the
Trustee shall submit reports to the Depositor for review and approval.

         SECTION 8.15 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 Trustee
         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, marshaling 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, marshaling of assets and
         liabilities or similar proceedings or relating to the Fiscal Agent or
         of 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) Any Rating Agency shall indicate its intent to reduce,
         qualify or withdraw 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



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                  (vi) The long-term unsecured debt of the Fiscal Agent is rated
         below "AA" or "Aa2", as applicable, by any Rating Agency.

         SECTION 8.16 Procedure Upon Termination Event.

         On the date specified in a written notice of termination given to the
Fiscal Agent pursuant to Section 8.07, all authority, power and rights of the
Fiscal Agent under this Agreement, whether with respect to the Mortgage Loans,
Companion Loans or otherwise, shall terminate and a successor Fiscal Agent shall
be appointed by the Trustee, with the consent of the Depositor; provided that in
no event shall the termination of the Fiscal Agent be effective until Rating
Agency Confirmation shall have been obtained with respect to a successor fiscal
agent from each of Moody's and Fitch. 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.

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
                      Loans and Companion Loans.

         Subject to Section 9.02, the Trust Fund and the respective obligations
and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earlier to occur of (i) the purchase by the Master Servicer
or the Depositor of all Mortgage Loans, Companion Loans and each REO Property
remaining in REMIC I at a price (to be determined as of the end of the
Collection Period for the anticipated Final Distribution Date) equal to (A) the
aggregate Purchase Price of all the Mortgage Loans and Companion Loans included
in REMIC I, plus (B) the appraised value of each REO Property, if any, included
in REMIC I (such appraisal to be conducted by an Independent MAI-designated
appraiser selected by the Master Servicer and approved by the Trustee), minus
(C) solely in the case where the Master Servicer is effecting such purchase, the
aggregate amount of unreimbursed Advances, together with any Advance Interest
accrued and payable to the Master Servicer in respect of such Advances and any
unpaid Servicing Fees, remaining outstanding (which items shall be deemed to
have been paid or reimbursed to the Master Servicer in connection with such
purchase); provided, however, that any such purchase with respect to the
Additional Servicing Fee Mortgage Loans shall be subject to the rights of the
applicable Designated Sub-Servicer to continue to sub-service such Additional
Servicing Fee Mortgage Loans and the rights of Archon Financial, L.P., the
applicable Designated Sub-Servicer and the Master Servicer to receive or retain
their applicable portion, if any, of the Additional Servicing Fee pursuant to
the applicable Designated Sub-Servicer Agreement, and (ii) the final payment or
other liquidation (or any advance with respect thereto) of the last Mortgage
Loan, Companion Loan or REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the expiration


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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 Master Servicer or the Depositor each may, at its option, elect to
purchase all of the Mortgage Loans, Companion Loans and each REO Property
remaining in the Trust Fund as contemplated by clause (i) of the preceding
paragraph by giving written notice to the other parties hereto no later than 60
days prior to the anticipated date of purchase; provided, however, that the
Master Servicer or the Depositor may so elect to purchase all of the Mortgage
Loans, Companion Loans and each REO Property remaining in REMIC I only if the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans
remaining in the Trust Fund at the time of such election is less than 1% of the
aggregate Cut-off Date Principal Balance of the Mortgage Loans (excluding any
Companion Loans) set forth in the Preliminary Statement. Such option shall be
exercisable by each such Person in the priority in which such Person is listed
in the immediately foregoing sentence. In the event that the Master Servicer or
the Depositor purchases all of the Mortgage Loans, Companion Loans and each REO
Property remaining in REMIC I in accordance with the preceding sentence, the
Master Servicer or the Depositor, as applicable, shall deposit in the
Certificate Distribution Account or any applicable Companion Loan Distribution
Account not later than the Master Servicer Remittance Date relating to the
Distribution Date on which the final distribution on the Certificates is to
occur, an amount in immediately available funds equal to the above-described
purchase price (exclusive of any portion thereof that would be payable to any
Person other than the Certificateholders pursuant to Section 3.05(a) if on
deposit in the Collection Account, which portion shall be deposited in the
Collection Account). In addition, the Master Servicer shall transfer to the
Certificate Distribution Account or any applicable Companion Loan Distribution
Account all amounts required to be transferred thereto on such Master Servicer
Remittance Date from the Collection Account pursuant to Section 3.04(b),
together with any other amounts on deposit in the Collection Account that would
otherwise be held for future distribution. Upon confirmation that such final
deposits have been made, the Trustee shall release or cause to be released to
the Master Servicer or the Depositor, as applicable, the Mortgage Files for the
remaining Mortgage Loans and Companion Loans and any Reserve Funds and Escrow
Payments in any Reserve Accounts or Servicing Account, as applicable, and shall
execute all assignments, endorsements and other instruments furnished to it by
the Master Servicer or the Depositor, as applicable, as shall be necessary to
effectuate transfer of the Mortgage Loans, Companion Loans and REO Properties
remaining in REMIC I. All Credit Files for the remaining Mortgage Loans,
Companion Loans and REO Properties shall be delivered to the purchasing entity.

         Notice of any termination shall be given promptly by the Trustee by
letter to Certificateholders and, if not previously notified pursuant to the
preceding paragraph, to the other parties hereto mailed (a) in the event such
notice is given in connection with the Master Servicer's or the Depositor's
purchase of all of the Mortgage Loans, Companion Loans and each REO Property
remaining in REMIC I, not earlier than the 15th day and not later than the 25th
day of the month next preceding the month of the final distribution on the
Certificates or (b) otherwise during the month of such final distribution on or
before the Determination Date in such month, in each case specifying (i) the
Distribution Date upon which the Trust Fund will terminate and final payment of
the Certificates will be made, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is not


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applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated.

         Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Certificate Distribution Account or any applicable Companion Loan
Distribution Account that are allocable to payments on the Class to which the
Certificates so presented and surrendered belong. Amounts on deposit in the
applicable Distribution Account as of the final Distribution Date (exclusive of
any portion of such amounts payable or reimbursable to any Person pursuant to
clauses (ii)-(viii) of Section 3.05(b)) shall be allocated for the purposes, in
the amounts and in accordance with the priority set forth in Section 4.01. Any
funds not distributed on such Distribution Date shall be set aside and held
uninvested in trust for the benefit of Certificateholders not presenting and
surrendering their Certificates in the aforesaid manner, and shall be disposed
of in accordance with the last paragraph of Section 4.01(g).

         SECTION 9.02 Additional Termination Requirements.

         (a) In the event the Master Servicer or the Depositor purchases all of
the Mortgage Loans, Companion Loans and each REO Property remaining in REMIC I
as provided in Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II
and REMIC III) shall be terminated in accordance with the following additional
requirements, unless the Master Servicer or the Depositor, as the case may be,
obtains at its own expense and delivers to the Trustee an Opinion of Counsel,
addressed to the Depositor, the Master Servicer and the Trustee, to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 9.02 will not (subject to Section 10.01(f)) result in the imposition of
taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined
in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

                  (i) the Trustee shall specify the first day in the 90-day
         liquidation period in a statement attached to the final Tax Return for
         each of REMIC I, REMIC II and REMIC III pursuant to Treasury regulation
         Section 1.860F-1 and shall satisfy all requirements of a qualified
         liquidation under Section 860F of the Code and any regulations
         thereunder;

                  (ii) during such 90-day liquidation period and at or prior to
         the time of making of the final payment on the Certificates, the
         Trustee shall sell all of the assets of REMIC I to the Master Servicer
         or the Depositor, as applicable, for cash; and

                  (iii) immediately following the making of the final payment on
         the Certificates, the Trustee shall distribute or credit, or cause to
         be distributed or credited, to the Holders of the related Class of
         Residual Certificates all cash on hand in the related REMIC (other than
         cash retained to meet claims), and REMIC I, REMIC II and REMIC III
         shall terminate at that time.



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         (b) By their acceptance of Certificates, the Holders thereof hereby
agree to authorize the Trustee to adopt a plan of complete liquidation of REMIC
I, REMIC II and REMIC III, which authorization shall be binding upon all
successor Certificateholders.

                                   ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

         SECTION 10.01 REMIC Administration.

         (a) The Trustee shall make an election to treat each of REMIC I, REMIC
II and REMIC III as a REMIC under the Code and, if necessary, under applicable
state law. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. The REMIC I Regular Interests are hereby designated as
the "regular interests" (within the meaning of Section 860G(a)(1) of the Code),
and the Class R-I Certificates are hereby designated as the sole class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. The REMIC II Regular Interests are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the Class
R-II Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
The REMIC III Regular Certificates are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) and the Class
R-III Certificates will be the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC III. The Master Servicer,
the Special Servicer and the Trustee shall not (to the extent within the control
of each) permit the creation of any "interests" (within the meaning of Section
860G of the Code) in REMIC I, REMIC II or REMIC III other than the Certificates.

         (b) The Closing Date is hereby designated as the "startup day" of each
of REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of
the Code.

         (c) The Trustee, as agent for the tax matters person of each of REMIC
I, REMIC II and REMIC III, shall (i) act on behalf of the REMIC in relation to
any tax matter or controversy involving the Trust Fund and (ii) represent the
Trust Fund in any administrative or judicial proceeding relating to an
examination or audit by any governmental taxing authority with respect thereto.
The legal expenses, including without limitation attorneys' or accountants'
fees, and costs of any such proceeding and any liability resulting therefrom
shall be expenses of the Trust Fund and the Trustee shall be entitled to
reimbursement therefor out of amounts attributable to the Mortgage Loans,
Companion Loans, and any REO Properties on deposit in the Collection Account as
provided by Section 3.05(a) unless such legal expenses and costs are incurred by
reason of the Trustee's willful misfeasance, bad faith or negligence or
otherwise payable by the Trustee pursuant to Section 10.01(g)(i). In the case of
each of REMIC I, REMIC II and REMIC III, the Holder of Residual Certificates
representing the largest Percentage Interest in the related Class thereof shall
be designated, in the manner provided under Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1, as the
tax matters person of such REMIC. By its acceptance thereof, the Holder of
Residual Certificates representing the largest Percentage Interest in each Class
thereof hereby agrees to


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irrevocably appoint the Trustee as its agent to perform all of the duties of
the tax matters person for the related REMIC created hereunder.

         (d) The Trustee shall prepare or cause to be prepared, sign and file,
in a timely manner, all of the Tax Returns that it determines are required with
respect to the Grantor Trust and each REMIC created hereunder. The expenses of
preparing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

         (e) The Trustee shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of such Residual Certificate to any Person who is not a
Permitted Transferee as provided in Section 5.02(d)(iii), (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I,
REMIC II and REMIC III.

         (f) The Trustee shall take such actions and shall cause each REMIC
created hereunder to take such actions as are reasonably within the Trustee's
control and the scope of its duties more specifically set forth herein as shall
be necessary to maintain the status thereof as a REMIC under the REMIC
Provisions. The Trustee shall not knowingly or intentionally take any action,
cause REMIC I, REMIC II or REMIC III to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of
duties more specifically set forth herein, that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) adversely affect the status of
REMIC I, REMIC II or REMIC III as a REMIC or (ii) result (subject to the
following sentence) in the imposition of a tax upon REMIC I, REMIC II or REMIC
III (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee receives an Opinion of Counsel (at the expense of the
party seeking to take such action or, if such party fails to pay such expense,
and the Trustee determines that taking such action is in the best interest of
REMIC I, REMIC II or REMIC III and the Certificateholders, at the expense of the
Trust Fund, but in no event at the expense of the Trustee) to the effect that
the contemplated action will not, with respect to any REMIC created hereunder
adversely affect such status or, unless the Master Servicer, the Trustee, or the
Special Servicer, as applicable (or other Person acceptable to the Trustee),
determine that the monetary exposure to REMIC I, REMIC II and REMIC III is not
material and in its or their sole discretion to indemnify, to the extent
reasonably acceptable to the Trustee, the Trust Fund against the imposition of
such tax. Wherever in this Agreement a contemplated action may not be taken
because the timing of such action might result in the imposition of a tax on the
Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may nonetheless be
taken provided that the indemnity given in the preceding sentence with respect
to any taxes that might be imposed on the Trust Fund has been given and that all
other preconditions to the taking of such action have been satisfied. The
Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its


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assets, or causing the Trust Fund to take any action, which is not expressly
permitted under the terms of this Agreement, each of the parties hereto will
consult with the Trustee or its designee, in writing, with respect to whether
such action could cause an Adverse REMIC Event to occur with respect to REMIC I,
REMIC II or REMIC III, and such party shall not take any such action, or cause
REMIC I, REMIC II or REMIC III to take any such action, as to which the Trustee
has advised it in writing that an Adverse REMIC Event could occur. The Trustee
may consult with counsel to make such written advice, and the cost of same shall
be borne by the party seeking to take the action not expressly permitted by this
Agreement. At all times as may be required by the Code, the Trustee will to the
extent within its control and the scope of its duties as 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.

         (g) In the event that any tax is imposed on "prohibited transactions"
of REMIC I, REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of REMIC I, REMIC II or REMIC III as
defined in Section 860G(c) of the Code, or on any contributions to REMIC I,
REMIC II or REMIC III after the Startup Day therefor pursuant to Section 860G(d)
of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local laws, such tax shall be charged (i) to the Trustee,
if such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Agreement, (ii) to any other party hereto, if such tax
arises out of or results from a breach by such party of any of its obligations
under this Agreement, or (iii) otherwise (including, without limitation, in the
case of any tax permitted to be incurred pursuant to Section 3.17(a)) against
amounts on deposit in the applicable Distribution Account as provided by Section
3.05(b).

         (h) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each of REMIC I, REMIC II and REMIC III on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.

         (i) Following the Startup Day, the Trustee shall not accept any
contributions of assets to the Trust Fund unless the Trustee shall have received
an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Trust Fund
will not cause REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject such REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal, state and
local law or ordinances.

         (j) None of the Master Servicer, the Special Servicer or the Trustee
shall enter into any arrangement by which REMIC I, REMIC II or REMIC III will
receive a fee or other compensation for services nor (to the extent within its
control) permit REMIC I, REMIC II or REMIC III to receive any income from assets
other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

         (k) Within 30 days after the Closing Date, the Trustee shall prepare
and file with the Internal Revenue Service Form 8811, "Information Return for
Real Estate Mortgage


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Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for
each of REMIC I, REMIC II and REMIC III.

         (l) None of the Trustee, the Fiscal Agent, the Master Servicer, or the
Special Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans or Companion Loans (except in connection with (i) the default, imminent
default or foreclosure of a Mortgage Loan or Companion Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I, REMIC II or REMIC III,
(iii) the termination of the Trust Fund pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans or Companion Loans pursuant to or as
contemplated by Section 2.03 or 3.18 of this Agreement) or acquire any assets
for the Trust Fund or sell or dispose of any investments in the Collection
Account, the applicable Distribution Account, or the REO Account for gain, or
accept any contributions to the Trust Fund after the Closing Date, unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of REMIC I, REMIC II or
REMIC III as a REMIC or, (b) subject to Section 10.01(f), cause REMIC I, REMIC
II or REMIC III to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.

         SECTION 10.02 Depositor, Master Servicer, Special Servicer, Fiscal
                       Agent, Trustee to Cooperate.

         (a) The Depositor shall provide or cause to be provided to the Trustee,
within ten days after the Closing Date, all information or data that the Trustee
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

         (b) The Master Servicer, the Special Servicer, the Fiscal Agent and the
Depositor shall each furnish such reports, certifications and information, and
access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the
Trustee in order to enable it to perform its duties hereunder.

         SECTION 10.03 Grantor Trust Administration.

         (a) The Trustee shall treat the Grantor Trust, for tax return
preparation purposes, as a grantor trust under the Code and, if necessary, under
applicable state law and will file appropriate federal or state Tax Returns for
each taxable year ending on or after the last day of the calendar year in which
the Certificates are issued.

         (b) The Trustee shall pay out of its own funds any and all routine tax
administration expenses of the Trust Fund incurred with respect to the Grantor
Trust (but not including any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to the Trust Fund that
involve the Internal Revenue Service or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Trustee from the
Trust Fund unless otherwise provided in Section 10.01(e) or 10.01(f)).

         (c) The Trustee shall prepare, sign and file when due all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by


                                      186
<PAGE>

the Trustee without any right of reimbursement therefor. The other parties
hereto shall provide on a timely basis to the Trustee or its designee such
information with respect to the Grantor Trust as is in its possession and
reasonably requested by the Trustee to enable it to perform its obligations
under this Section 10.03. Without limiting the generality of the foregoing, the
Depositor, within ten days following the Trustee's request therefor, shall
provide in writing to the Trustee such information as is reasonably requested by
the Trustee for tax purposes, and the Trustee's duty to perform its reporting
and other tax compliance obligations under this Section 10.03 shall be subject
to the condition that it receives from the Depositor such information possessed
by the Depositor that is necessary to permit the Trustee to perform such
obligations.

         (d) The Trustee shall perform on behalf of the Grantor Trust all
reporting and other tax compliance duties that are required in respect thereof
under the Code, the Grantor Trust Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority.

         (e) The Trustee shall perform its duties hereunder so as to maintain
the status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions (and the Master Servicer and the Special Servicer shall assist the
Trustee to the extent reasonably requested by the Trustee and to the extent of
information within the Trustee's, the Master Servicer's or the Special
Servicer's possession or control). None of the Trustee, Master Servicer, the
Special Servicer shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under the
Grantor Trust Provisions, if taken or not taken, as the case may be, could
adversely affect the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (any such adverse effect on grantor trust status, an
"Adverse Grantor Trust Event"), unless the Trustee has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at the
expense of the Trust Fund if the Trustee seeks to take such action or to refrain
from taking any action for the benefit of the Certificateholders) to the effect
that the contemplated action will not result in an Adverse Grantor Trust Event.
None of the other parties hereto shall take any action or fail to take any
action (whether or not authorized hereunder) as to which the Trustee has advised
it in writing that the Trustee has received or obtained an Opinion of Counsel to
the effect that an Adverse Grantor Trust Event could result from such action or
failure to act. In addition, prior to taking any action with respect to the
Grantor Trust, or causing the Trust Fund to take any action, that is not
expressly permitted under the terms of this Agreement, the Master Servicer and
the Special Servicer shall consult with the Trustee or its designee, in writing,
with respect to whether such action could cause an Adverse Grantor Trust Event
to occur. Neither the Master Servicer nor the Special Servicer shall have any
liability hereunder for any action taken by it in accordance with the written
instructions of the Trustee. The Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event at the cost or
expense of the Trust Fund or the Trustee. Notwithstanding any provision of this
Agreement to the contrary, the Grantor Trust Assets shall not be subject to any
expenses, costs or other charges that are attributable to the assets or
activities of REMIC I, REMIC II or REMIC III.

         (f) If any tax is imposed on the Grantor Trust, 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 Special
Servicer, if such tax arises out of or results


                                      187
<PAGE>

from a breach by the Special Servicer of any of its obligations under Article
III or this Section 10.03; (ii) the Master Servicer, if such tax arises out of
or results from a breach by the Master Servicer of any of its obligations under
Article III or this Section 10.03; (iii) the Trustee, if such tax arises out of
or results from a breach by the Trustee of any of its obligations under Article
IV, Article VIII or this Section 10.03; or (iv) the portion of the Trust Fund
constituting the Grantor Trust in all other instances.

         (g) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to the Grantor Trust on a calendar year and on an
accrual basis.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01 Amendment.

         (a) This Agreement may be amended from time to time by the parties
hereto, without the consent of any of the Certificateholders:

                  (i) to cure any ambiguity,

                  (ii) to correct or supplement any provisions herein or
         therein, which may be inconsistent with any other provisions herein or
         therein or to correct any error,

                  (iii) to modify, eliminate or add to any of its provisions to
         such extent as shall be necessary or desirable to maintain the
         qualification of REMIC I, REMIC II or REMIC III as a REMIC at all times
         that any Certificate is outstanding or to avoid or minimize the risk of
         the imposition of any tax on REMIC I, REMIC II or REMIC III pursuant to
         the Code that would be a claim against the Trust Fund, provided that
         the Trustee has received an Opinion of Counsel to the effect that (A)
         such action is necessary or desirable to maintain such qualification or
         to avoid or minimize the risk of the imposition of any such tax and (B)
         such action will not adversely affect in any material respect the
         interests of any Certificateholder,

                  (iv) to change the timing and/or nature of deposits into the
         Collection Account or the applicable Distribution Account or to change
         the name in which the Collection Account is maintained, provided that
         (A) the Delinquency Advance Date or the Master Servicer Remittance Date
         shall in no event be later than the related Distribution Date, (B) such
         change shall not, as evidenced by an Opinion of Counsel, adversely
         affect in any material respect the interests of any Certificateholder
         and (C) such change shall not result in the downgrade, qualification or
         withdrawal of the then-current rating assigned to any Class of
         Certificates, as evidenced by a letter from each Rating Agency to such
         effect,

                  (v) to modify, eliminate or add to the provisions of Section
         5.02(d) or any other provision hereof restricting transfer of the
         Residual Certificates by virtue of their being the REMIC "residual
         interests," provided that such change shall not, as evidenced by an
         Opinion of Counsel, cause either the Trust Fund or any of the


                                      188
<PAGE>

         Certificateholders (other than the transferor) to be subject to a
         federal tax caused by a transfer to a Person that is not a United
         States Person and a Permitted Transferee, or

                  (vi) to modify, eliminate or add any provision to this
         Agreement to provide for a book-entry registration system for the
         Certificates, or

                  (vii) to make any other provisions with respect to matters or
         questions arising under this Agreement which shall not be materially
         inconsistent with the provisions of this Agreement, provided that such
         action shall not, as evidenced by an Opinion of Counsel, adversely
         affect in any material respect the interests of any Certificateholder.

         (b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66 2/3% of the Percentage Interests of each Class of
Certificates affected thereby 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 of Certificates of such
Class; provided, however, that no such amendment shall:

                  (i) reduce in any manner the amount of, or delay the timing
         of, payments which are required to be distributed on any Certificate
         without the consent of the Holder of such Certificate, or

                  (ii) reduce the aforesaid percentage of Certificates of any
         Class the Holders of which are required to consent to any such
         amendment, in any such case without the consent of the Holders of all
         Certificates of such Class then outstanding; or

                  (iii) modify the definition of "Servicing Standard" without
         the consent of the Holders of all Certificates then outstanding.

         (c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion or
Opinions of Counsel to the effect that (i) such amendment is permitted pursuant
to the terms of this Agreement and (ii) such amendment or the exercise of any
power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee or any other specified person in accordance with such amendment will not
result in the imposition of a tax on REMIC I, REMIC II or REMIC III pursuant to
the REMIC Provisions or cause REMIC I, REMIC II or REMIC III to fail to qualify
as a REMIC.

         (d) Promptly after the execution of any such amendment, the Trustee
shall furnish a statement describing the amendment to each Certificateholder.

         (e) It shall not be necessary for the consent of Certificateholders
under this Section 11.01 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 Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.



                                      189
<PAGE>

         (f) The Trustee may but shall not be obligated to enter into any
amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.

         (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Master Servicer or the Trustee requests any
amendment of this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 11.01(a) or (c) shall be payable out of the
Collection Account.

         SECTION 11.02 Recordation of Agreement; Counterparts.

         (a) To the extent permitted by applicable law, 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 to be
effected by the Master Servicer at the expense of the Trust Fund on direction by
the Trustee, such direction to be given by the Trustee only upon the Trustee's
receipt of an Opinion of Counsel to be obtained by the party requesting such
recordation (the cost of which may be paid out of the Collection Account) to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.

         (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

         SECTION 11.03 Limitation on Rights of Certificateholders.

         (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

         (b) No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties to
this Agreement pursuant to any provision hereof.

         (c) No Certificateholder shall have any right by virtue 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 or any Mortgage
Loan or Companion Loan, unless, with respect to any suit, action or proceeding
upon or under or with respect to this Agreement, such Holder


                                      190
<PAGE>

previously shall have given to the Trustee a written notice of default
hereunder, and of the continuance thereof, as hereinbefore provided, and unless
also (except in the case of a default by the Trustee) the Holders of
Certificates of any Class evidencing not less than 25% of the related Percentage
Interests in such Class shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it under this Section 11.03(c) or to
institute, conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Holders of Certificates unless
such Holders have offered to the Trustee reasonable security against the costs,
expenses and liabilities which may be incurred therein or hereby. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatsoever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03(c), each and every Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 11.04 GOVERNING LAW.

THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED IN SAID STATE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 11.05 Notices.

         Any communications provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, 200 Witmer
Road, Horsham, Pennsylvania 19044, Attention: Structured Finance Manager,
telecopy number: (215) 328-1775; (ii) in the case of the Master Servicer, 200
Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing Director,
Commercial Servicing Operations, telecopy number: (215) 328-3478 (with copies to
General Counsel (telecopy number: (215) 328-3620)); (iii) in the case of the
Trustee and the Fiscal Agent, the Corporate Trust Office; (iv) in the case of
the Special Servicer, 550 California Street, San Francisco, California 94104,
telecopy number (415) 391-2949, Attention: CMBS Portfolio Manager (with copies
to General Counsel); (v) in the case of the Rating Agencies, (A) Moody's
Investors Services, Inc., 99 Church Street, New York, New York 10007, Attention:
CMBS


                                      191
<PAGE>

Rating and Monitoring, telecopy number: (212) 553-1350 and (B) Fitch, Inc.,
One State Street Plaza, New York, New York 10004, Attention: Commercial Mortgage
Surveillance Dept., telecopy number: (212) 635-0295; and (vi) in the case of the
Underwriters, (A) Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004,
Attention Rolf Edwards telecopy number: (212) 346-3594 and (B) Deutsche Bank
Securities Inc., 31 West 52nd Street, New York, NY 10019, Attention Greg Hartch,
telecopy number: (212) 469-4579; and (vii) in the case of the initial Majority
Certificateholder of the Controlling Class, 550 California Street, 12th Floor,
San Francisco, California 94104, Attention: Shari Figi or as to each such Person
such other address as may hereafter be furnished by such Person to the parties
hereto in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to 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 Certificateholder receives such notice.

         SECTION 11.06 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 11.07 Grant of a Security Interest.

         The Depositor intends that the conveyance of the Depositor's right,
title and interest in and to the Mortgage Loans and Companion Loans pursuant to
this Agreement shall constitute a sale and not a pledge of security for a loan.
If such conveyance is deemed to be a pledge of security for a loan, however, the
Depositor intends that the rights and obligations of the parties to such loan
shall be established pursuant to the terms of this Agreement. The Depositor also
intends and agrees that, in such event, (i) the Depositor shall be deemed to
have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor's entire right, title and interest in and to the
assets comprising the Trust Fund, including without limitation, the Mortgage
Loans and Companion Loans (including all Replacement Mortgage Loans), all
principal and interest received or receivable with respect to the Mortgage Loans
and Companion Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date), all amounts held from time to time in the Collection Account and
the Distribution Accounts and all reinvestment earnings on such amounts, and all
of the Depositor's right, title and interest in and to the proceeds of any
title, hazard or other Insurance Policies related to the Mortgage Loans and
Companion Loans, and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit
E hereto in all appropriate locations in the Commonwealth of Pennsylvania
promptly following the initial issuance of the Certificates, and the Master
Servicer shall prepare and file at each such office, and the Trustee shall
execute, continuation statements thereto, in each case within six months prior
to the fifth anniversary of the immediately preceding filing. The Depositor
shall cooperate in a reasonable manner with the Trustee and the Master Servicer


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<PAGE>

in preparing and filing such continuation statements. This Section 11.07 shall
constitute notice to the Trustee pursuant to any of the requirements of the
applicable Uniform Commercial Code.

         SECTION 11.08 No Partnership.

         Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto and the services of the
Master Servicer and the Special Servicer, shall be rendered as independent
contractors and not as agents for the Trust Fund or the Certificateholders.

         SECTION 11.09 Successors and Assigns; Beneficiaries.

         The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted assigns
and all such provisions shall inure to the benefit of the Certificateholders. No
other person, including, without limitation, any Mortgagor, shall be entitled to
any benefit or equitable right, remedy or claim under this Agreement.

         SECTION 11.10 Article and Section Headings.

         The article and section headings herein are for convenience of
reference only, and shall not limit or otherwise affect the meaning hereof.

         SECTION 11.11 Notices to the Rating Agencies.

         (a) The Trustee shall use reasonable efforts promptly to provide notice
or a copy of the listed item to each Rating Agency with respect to each of the
following of which it has actual knowledge:

                  (i) any material change or amendment to this Agreement;

                  (ii) the occurrence of any Event of Default that has not been
         cured;

                  (iii) the resignation, termination or merger (with an entity
         other than an Affiliate) of the Master Servicer, the Special Servicer,
         the Trustee or the Fiscal Agent;

                  (iv) any change in the location of the applicable Distribution
         Account;

                  (v) a copy of the notice given pursuant to Section 2.03(a) and
         the repurchase of Mortgage Loans or Loan Groups by a Mortgage Loan
         Seller pursuant to Section 6 of each Mortgage Loan Purchase Agreement
         or by GMACCM pursuant to Section 4 of each Supplemental Agreement; and

                  (vi) the final payment to any Class of Certificateholders.

         (b) Each of the Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:


                                      193
<PAGE>
                  (i) each of its annual statements as to compliance described
         in Section 3.13; and

                  (ii) each of its annual independent public accountants'
         servicing reports described in Section 3.14.

         (c) To the extent it is not already required to do so under Section
4.02 hereof, the Trustee shall promptly furnish to each Rating Agency copies of
each report prepared and/or delivered by it pursuant to Section 4.02 hereof.

         (d) Each of the Master Servicer, the Special Servicer and the Trustee
shall provide such additional information to each Rating Agency upon request is
in its possession or reasonably available to it.



























                                      194
<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have caused their names
to be signed hereto by their respective officers thereunto duly authorized, in
each case as of the day and year first above written.

                                  GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                           Depositor


                                  By: /s/
                                     -------------------------------------------
                                  Name:    David Lazarus
                                  Title:   Vice President



                                  GMAC COMMERCIAL MORTGAGE CORPORATION,
                                           Master Servicer and Special Servicer


                                  By: /s/
                                     -------------------------------------------
                                  Name:   David Lazarus
                                  Title:  Vice President



                                  LASALLE BANK NATIONAL ASSOCIATION,
                                           Trustee


                                  By: /s/
                                     -------------------------------------------
                                  Name:   Michael Bruce Evans
                                  Title:  Senior Vice President


                                  ABN AMRO BANK N.V.,
                                           Fiscal Agent


                                  By: /s/
                                     -------------------------------------------
                                  Name:   Michael Bruce Evans
                                  Title:  Senior Vice President



                                  By: /s/
                                     -------------------------------------------
                                  Name:   Cythia Reis
                                  Title:  First Vice President



                                      S-1
<PAGE>

                                                                     EXHIBIT A-1

                           FORM OF CLASS X CERTIFICATE

                                CLASS X MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                 Certificate Notional Amount of this Class X
Variable                           Certificate as of the Issue Date: $_________

Date of Pooling and Servicing      Class Notional Amount of all the Class X
Agreement: December 1, 2000        Certificates as of the Issue Date: $________

Cut-off Date: With respect to any  Aggregate unpaid principal balance of the
Mortgage Loan, the Due Date for    Mortgage Loans as of their respective
such Mortgage Loan in              Cut-off Dates, after deducting payments of
December, 2000.                    principal due on or before such date,
                                   whether or not received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:           Trustee: LaSalle Bank National Association
January 16, 2001


Master Servicer and Special        CUSIP No. 361849 NM 0
Servicer: GMAC Commercial Mortgage
Corporation


Certificate No. X-_                ISIN No. US361849NM00

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-1-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES NOT
ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER HEREOF
WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.



                                     A-1-2
<PAGE>

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class X Certificate (obtained by dividing
the notional principal amount of this Class X Certificate (its "Certificate
Notional Amount") as of the Issue Date by the aggregate notional principal
balance of all the Class X Certificates (their "Class Notional Amount") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class X Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class X Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well) and
such Certificateholder is the registered owner of all the Class X Certificates,
or otherwise by check mailed to the address of such Certificateholder appearing
in the Certificate Register. Notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.




                                     A-1-3
<PAGE>

         The Class X Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class X
Certificates are exchangeable for new Class X Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class X Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class X Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class X Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
X Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class X Certificates may
be resold, pledged or transferred only (a) 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 (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class X Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class X Certificate without registration
or qualification. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class X Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class X Certificate
without registration or qualification. Any Class X Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class X Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.


                                     A-1-4
<PAGE>

         No transfer of any Class X 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class X Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class X Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
X 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.



                                     A-1-5
<PAGE>

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-1-6
<PAGE>



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


                                          LaSalle Bank National Association,
                                          as Certificate Registrar By:

                                          By:__________________________________
                                                     Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

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

Dated: December 14, 2000


                                          LaSalle Bank National Association,
                                          as Certificate Registrar

                                          By:__________________________________
                                                     Authorized Officer










                                     A-1-7
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________ for the
account of________________________________________

         Distributions made by check (such check to be made payable to
_______________________________ and all applicable statements and notices should
be mailed to _____________________________________

         This information is provided by ___________________________________,
the assignee named above, or___________________________________, as its agent.




                                     A-1-8
<PAGE>



                                                                     EXHIBIT A-2

                          FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


Pass-Through Rate:                        Certificate Principal Balance of this
6.650%                                    Class A-1 Certificate as of the Issue
                                          Date: $___________

Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
December 1, 2000                          Class A-1 Certificates as of the
                                          Issue Date: $___________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for such      the Mortgage Loans as of their
Mortgage Loan in December, 2000.          respective Cut-off Dates, after
                                          deducting payments of principal due
                                          on or before such date, whether or
                                          not received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NG 3
GMAC Commercial Mortgage Corporation

Certificate No. A-1-_                     ISIN No. US361849NG32

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-2-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-1 Certificate (obtained by
dividing the principal balance of this Class A-1 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-1


                                     A-2-2
<PAGE>

Certificates (their "Class Principal Balance") as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class A-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class A-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided



                                     A-2-3
<PAGE>

in the Agreement, withdrawals from the Collection Account and the Certificate
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

         The Class A-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class A-1
Certificates are exchangeable for new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class A-1 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, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class A-1 Certificates continue to be rated in one of the top
four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class A-1 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-1 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.

                  Prior to due presentment of this Certificate for registration
of transfer, the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Fiscal Agent, the Certificate


                                     A-2-4
<PAGE>

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-2-5
<PAGE>



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

                                   LaSalle Bank National Association,
                                   as Trustee

                                   By:_________________________________________
                                                  Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000


                                   LaSalle Bank National Association,
                                   as Certificate Registrar

                                   By:_________________________________________
                                                Authorized Officer









                                     A-2-6
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________ for the
account of ________________________

         Distributions made by check (such check to be made payable to
_______________________________ and all applicable statements and notices should
be mailed to __________________________

         This information is provided by ___________________ __________________,
the assignee named above, or ____________________________________, as its agent.




                                     A-2-7
<PAGE>


                                                                     EXHIBIT A-3

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


Pass-Through Rate:                        Certificate Principal Balance of this
6.957%                                    Class A-2 Certificate as of the Issue
                                          Date: $___________

Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
December 1, 2000                          Class A-2 Certificates as of the
                                          Issue Date: $___________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for such      the Mortgage Loans as of their
Mortgage Loan in December, 2000.          respective Cut-off Dates, after
                                          deducting payments of principal due
                                          on or before such date, whether or
                                          not received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NH 1
GMAC Commercial Mortgage Corporation

Certificate No. A-2-_                     ISIN No. US361849NH15

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-3-1

<PAGE>


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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class A-2 Certificate (obtained by
dividing the principal balance of this Class A-2 Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class A-2 Certificates (their "Class Principal Balance") as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class
A-2


                                     A-3-2
<PAGE>

Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders
of the Class A-2 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class A-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided


                                     A-3-3
<PAGE>

in the Agreement, withdrawals from the Collection Account and the Certificate
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

         The Class A-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class A-2
Certificates are exchangeable for new Class A-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class A-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class A-2 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, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class A-2 Certificates continue to be rated in one of the top
four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class A-2 Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
A-2 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.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate


                                     A-3-4
<PAGE>

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-3-5
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee

                                              By:______________________________
                                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000

                                              LaSalle Bank National Association,
                                              as Certificate Registrar

                                              By:______________________________
                                                      Authorized Officer







                                     A-3-6
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                           _____________________________________
                                           Signature by or on behalf of Assignor


                                           _____________________________________
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________ for the
account of _________________________________

         Distributions made by check (such check to be made payable to
______________________________ and all applicable statements and notices should
be mailed to _____________________________

         This information is provided by ________________________________, the
assignee named above, or ___________________________, as its agent.




                                     A-3-7
<PAGE>


                                                                     EXHIBIT A-4

                           FORM OF CLASS B CERTIFICATE

                                CLASS B MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


Pass-Through Rate:                        Certificate Principal Balance of this
7.057%                                    Class B Certificate as of the Issue
                                          Date: $___________

Date of Pooling and Servicing Agreement:  Class Principal Balance of all the
December 1, 2000                          Class B Certificates as of the Issue
                                          Date: $___________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for such      the Mortgage Loans as of their
Mortgage Loan in December, 2000.          respective Cut-off Dates, after
                                          deducting payments of principal due
                                          on or before such date, whether or
                                          not received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NJ 7
GMAC Commercial Mortgage Corporation

Certificate No. B-_                       ISIN No. US361849NJ70

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-4-1

<PAGE>


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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2 AND CLASS X
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1 AND CLASS A-2 CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING
THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                     A-4-2
<PAGE>

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class B Certificate (obtained by dividing
the principal balance of this Class B Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class B Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class B
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class B Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class B Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the



                                     A-4-3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class B Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class B 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class B Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.


                                     A-4-4
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class B Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
B 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.



                                     A-4-5
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

















                                     A-4-6
<PAGE>


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


                                             LaSalle Bank National Association,
                                             as Trustee


                                             By: ______________________________
                                                       Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000



                                              LaSalle Bank National Association,
                                              as Certificate Registrar


                                              By: _____________________________
                                                        Authorized Officer












                                     A-4-7
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto



_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________ for the
account of _________________________

         Distributions made by check (such check to be made payable to
_________________________ and all applicable statements and notices should be
mailed to _________________________

         This information is provided by _____________________________, the
assignee named above, or ________________________, as its agent.





                                     A-4-8
<PAGE>



                                                                     EXHIBIT A-5

                           FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class C
7.204% per annum                                             Certificate as of the Issue Date: $__________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class C Certificates
December 1, 2000                                             as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NK 4
GMAC Commercial Mortgage Corporation

Certificate No. C-_                                          ISIN No. US361849NK44
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-5-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X AND CLASS B
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2 AND CLASS B CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED TO ZERO,
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                     A-5-2
<PAGE>

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class C Certificate (obtained by dividing
the principal balance of this Class C Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class C Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class C
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class C Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class C Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the


                                     A-5-3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class C Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class C
Certificates are exchangeable for new Class C Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class C 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class C Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.


                                     A-5-4
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class C Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
C 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.


                                     A-5-5
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.





















                                     A-5-6
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee


                                              By: _____________________________
                                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000

                                              LaSalle Bank National Association,
                                              as Certificate Registrar


                                              By: _____________________________
                                                        Authorized Officer



                                     A-5-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _____________________ for the
account of ______________________________________

         Distributions made by check (such check to be made payable to
____________________________ and all applicable statements and notices should be
mailed to _______________________________

         This information is provided by _________________________________, the
assignee named above, or __________________________, as its agent.



                                     A-5-8
<PAGE>


                                                                     EXHIBIT A-6

                           FORM OF CLASS D CERTIFICATE

                                CLASS D MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class D
7.301% per annum                                             Certificate as of the Issue Date: $__________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class D Certificates
December 1, 2000                                             as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NL 2
GMAC Commercial Mortgage Corporation

Certificate No. D-_                                          ISIN No. US361849NL27
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-6-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B
AND CLASS C CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN
THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES IS REDUCED
TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


                                     A-6-2
<PAGE>

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class D Certificate (obtained by dividing
the principal balance of this Class D Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class D Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class D
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class D Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class D Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the


                                     A-6-3
<PAGE>

Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class D Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class D
Certificates are exchangeable for new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class D 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class D Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.


                                     A-6-4
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class D Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
D 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.



                                     A-6-5
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.






















                                     A-6-6
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee



                                              By: _____________________________
                                                        Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000

                                              LaSalle Bank National Association,
                                              as Certificate Registrar



                                              By: _____________________________
                                                        Authorized Officer






                                     A-6-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________________ for the
account of _____________________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to _________________________________

         This information is provided by ________________________________, the
assignee named above, or __________________________________, as its agent.




                                     A-6-8
<PAGE>


                                                                     EXHIBIT A-7

                           FORM OF CLASS E CERTIFICATE

                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class E
Lesser of 7.057% per annum or the Weighted Average Net       Certificate as of the Issue Date: $__________
Mortgage Rate

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class E Certificates
December 1, 2000                                             as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NN 8
GMAC Commercial Mortgage Corporation

Certificate No. E-_                                          ISIN No. US361849NN82
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-7-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C AND CLASS D CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE



                                     A-7-2
<PAGE>

PRINCIPAL BALANCES OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class E Certificate (obtained by dividing
the principal balance of this Class E Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class E Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class E Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class E Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement


                                     A-7-3
<PAGE>

of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class E
Certificates are exchangeable for new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class E Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class E Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-7-4
<PAGE>

registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class E
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class E Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class E Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class E Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class E Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class E Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class E Certificate without registration
or qualification. Any Class E Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class E Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of any Class E 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class E Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class E Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
E 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


                                     A-7-5
<PAGE>

DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.



                                     A-7-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


























                                     A-7-7
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee

                                              By: _____________________________
                                                       Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

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


Dated: December 14, 2000                     LaSalle Bank National Association,
                                             as Certificate Registrar


                                              By: _____________________________
                                                       Authorized Officer













                                     A-7-8
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                           ____________________________________
                                           Signature by or on behalf of Assignor

                                           ____________________________________
                                           Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of _____________________

         Distributions made by check (such check to be made payable to
________________________ and all applicable statements and notices should be
mailed to _______________________

         This information is provided by ________________________, the assignee
named above, or ________________________________, as its agent.



                                     A-7-9
<PAGE>


                                                                     EXHIBIT A-8

                           FORM OF CLASS F CERTIFICATE

                                CLASS F MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class F
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $__________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class F Certificates
December 1, 2000                                             as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:
GMAC Commercial Mortgage Corporation                         CUSIP No. 361849 NP 3

Certificate No. F-_                                          ISIN No. US361849NP31
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 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



                                     A-8-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE
SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE


                                     A-8-2
<PAGE>

PRINCIPAL BALANCES OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class F Certificate (obtained by dividing
the principal balance of this Class F Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class F Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class F Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class F Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate)

                                     A-8-3
<PAGE>

will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class F
Certificates are exchangeable for new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class F Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class F Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance


                                     A-8-4
<PAGE>

with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. Any purchaser of a Class F Certificate shall be
deemed to have represented by such purchase that it is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act, that it is aware that the sale to it is being made in
reliance on Rule 144A and that it is acquiring the Class F Certificates for its
own account or for the account of a qualified institutional buyer, and that it
understands that such Class F Certificates may be resold, pledged or transferred
only (a) 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 (b) pursuant to another exemption
from registration under the Securities Act. None of the Depositor, the Trustee
or the Certificate Registrar is obligated to register or qualify the Class F
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class F Certificate without registration or qualification. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class F Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class F Certificate without registration or
qualification. Any Class F Certificateholder desiring to effect such a transfer
shall, and by the acceptance of its Class F Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

         No transfer of any Class F 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class F Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class F Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
F 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


                                     A-8-5
<PAGE>

DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.



                                     A-8-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


















                                     A-8-7
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee

                                              By: _____________________________
                                                       Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

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

Dated: December 14, 2000


                                              LaSalle Bank National Association,
                                              as Certificate Registrar


                                              By: _____________________________
                                                       Authorized Officer



                                     A-8-8
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)


the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ____________________ for the
account of _________________________

         Distributions made by check (such check to be made payable to
_______________________ and all applicable statements and notices should be
mailed to _________________________

         This information is provided by ______________________________, the
assignee named above, or _______________________, as its agent.



                                     A-8-9
<PAGE>


                                                                     EXHIBIT A-9

                           FORM OF CLASS G CERTIFICATE

                                CLASS G MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:                                           Certificate Principal Balance of this Class G
Weighted Average Net Mortgage Rate                           Certificate as of the Issue Date: $_________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class G Certificates
December 1, 2000                                             as of the Issue Date: $_________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NQ 1
GMAC Commercial Mortgage Corporation

Certificate No. G-_                                          ISIN No. US361849NQ14
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 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


                                     A-9-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE

                                     A-9-2
<PAGE>

CERTIFICATE PRINCIPAL BALANCES OF THE CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO
ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN
CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class G Certificate (obtained by dividing
the principal balance of this Class G Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class G Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class G Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class G Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement


                                     A-9-3
<PAGE>

of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class G
Certificates are exchangeable for new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class G Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class G Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-9-4
<PAGE>

registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class G
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class G Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class G Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class G Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class G Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class G Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class G Certificate without registration
or qualification. Any Class G Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class G Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of any Class G 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, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan"), or (B) 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: either (A) (1) such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation D
of the Securities Act of 1933, as amended and (2) at the time of such transfer,
the Class G Certificates continue to be rated in one of the top four rating
categories by at least one Rating Agency or (B) such Plan is an "insurance
company general account" (within the meaning of PTE 95-60) and the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of acquisition of such Certificate.

         No service charge will be imposed for any registration of transfer or
exchange of Class G Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
G 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


                                     A-9-5
<PAGE>

DTC, transfers of interests in this Certificate shall be made through the
book-entry facilities of DTC.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.


                                     A-9-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.

























                                     A-9-7
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee


                                              By: _____________________________
                                                       Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000

                                              LaSalle Bank National Association,
                                              as Certificate Registrar

                                              By: _____________________________
                                                       Authorized Officer


                                     A-9-8
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                           _____________________________________
                                           Signature by or on behalf of Assignor

                                           _____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ____________ for the account of
________________

         Distributions made by check (such check to be made payable to
_________________________ and all applicable statements and notices should be
mailed to ____________________

         This information is provided by __________________________, the
assignee named above, or _________________, as its agent.






                                      A-9-9
<PAGE>


                                                                    EXHIBIT A-10

                           FORM OF CLASS H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:
Lesser of 6.750% per annum or the Weighted Average Net       Certificate Principal Balance of this Class H
Mortgage Rate                                                Certificate as of the Issue Date: $_________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class H Certificates
December 1, 2000                                             as of the Issue Date: $_________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NR 9
GMAC Commercial Mortgage Corporation

Certificate No. H-1                                          ISIN No. US361849NR96
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,

                                     A-10-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G
CERTIFICATES OF THE SAME



                                     A-10-2
<PAGE>

SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O
AND CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES
ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class H Certificate (obtained by dividing
the principal balance of this Class H Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class H Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class H Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class H Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement




                                     A-10-3
<PAGE>

of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class H
Certificates are exchangeable for new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class H Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class H Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-10-4
<PAGE>

registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class H
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class H Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class H Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class H Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class H Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class H Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class H Certificate without registration
or qualification. Any Class H Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class H Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class H Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class H Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.



                                     A-10-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class H Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
H 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.


                                     A-10-6
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


















                                     A-10-7
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee

                                              By: _____________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000


                                              LaSalle Bank National Association,
                                              as Certificate Registrar


                                              By: _____________________________
                                                        Authorized Officer



                                     A-10-8
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
             (please print or typewrite name and address including
                          postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                           ____________________________________
                                           Signature by or on behalf of Assignor

                                           ____________________________________
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ___________ for the account of
____________________

         Distributions made by check (such check to be made payable to
______________________ and all applicable statements and notices should be
mailed to _______________________

         This information is provided by _______________________, the assignee
named above, or __________________________, as its agent.




                                     A-10-9
<PAGE>



                                                                    EXHIBIT A-11

                           FORM OF CLASS J CERTIFICATE

                                CLASS J MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                          <C>
Pass-Through Rate:
Lesser of 6.750% per annum or the Weighted Average Net       Certificate Principal Balance of this Class J
Mortgage Rate                                                Certificate as of the Issue Date: $__________

Date of Pooling and Servicing Agreement:                     Class Principal Balance of all the Class J Certificates
December 1, 2000                                             as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage Loan, the Due    Aggregate unpaid principal balance of the Mortgage
Date for such Mortgage Loan in December, 2000                Loans as of their respective Cut-off Dates, after
                                                             deducting payments of principal due on or before such
                                                             date, whether or not received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                   Trustee: LaSalle Bank National Association

Master Servicer and Special Servicer:                        CUSIP No. 361849 NS 7
GMAC Commercial Mortgage Corporation

Certificate No. J-_                                          ISIN No. US361849NS79
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-11-1
<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, AND CLASS H CERTIFICATES OF THE
SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND
CLASS H CERTIFICATES OF THE


                                     A-11-2
<PAGE>

SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS
P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE
MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class J Certificate (obtained by dividing
the principal balance of this Class J Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class J Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class J Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class J Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement


                                     A-11-3
<PAGE>

of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class J
Certificates are exchangeable for new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class J Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class J Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-11-4
<PAGE>

registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class J
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class J Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class J Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class J Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class J Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class J Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class J Certificate without registration
or qualification. Any Class J Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class J Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class J Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class J Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.


                                     A-11-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class J Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
J 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.



                                     A-11-6
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



















                                     A-11-7
<PAGE>



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

                                              LaSalle Bank National Association,
                                              as Trustee

                                              By: _____________________________
                                                        Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated: December 14, 2000


                                              LaSalle Bank National Association,
                                              as Certificate Registrar

                                              By: _____________________________
                                                        Authorized Officer



                                     A-11-8
<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:

                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of __________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to ____________________

         This information is provided by _______________________, the assignee
named above, or _______________________, as its agent.






                                     A-11-9
<PAGE>



                                                                    EXHIBIT A-12

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                        Certificate Principal Balance of this
Lesser of 6.750% per annum or the         Class K Certificate as of the Issue
Weighted Average Net Mortgage Rate        Date: $_________

Date of Pooling and Servicing             Class Principal Balance of all the
Agreement: December 1, 2000               Class K Certificates as of the Issue
                                          Date: $_________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for           the Mortgage Loans as of their
such Mortgage Loan in                     respective Cut-off Dates, after
December, 2000                            deducting payments of principal due on
                                          or before such date, whether or not
                                          received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NT 5
GMAC Commercial Mortgage Corporation

Certificate No. K-_                       ISIN No. US361849NT52


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-12-1

<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J CERTIFICATES OF
THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H AND CLASS J CERTIFICATES OF


                                     A-12-2
<PAGE>

THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCES OF THE CLASS L, CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES
ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class K Certificate (obtained by dividing
the principal balance of this Class K Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class K Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class K Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class K Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement


                                     A-12-3
<PAGE>


of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class K
Certificates are exchangeable for new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class K Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class K Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-12-4
<PAGE>

registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class K
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class K Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class K Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class K Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class K Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class K Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class K Certificate without registration
or qualification. Any Class K Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class K Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class K Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class K Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.


                                     A-12-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class K Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
K 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.


                                     A-12-6
<PAGE>

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.











                                     A-12-7
<PAGE>



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

                                         LaSalle Bank National Association,
                                         as Trustee



                                         By: ________________________________
                                                    Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

              This is one of the Class K Certificates referred to in the
within-mentioned Agreement.


Dated:  December 14, 2000



                                         LaSalle Bank National Association,
                                         as Certificate Registrar



                                         By: ________________________________
                                                    Authorized Officer








                                     A-12-8
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
Dated:



                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of __________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to ____________________

         This information is provided by _______________________, the assignee
named above, or _______________________, as its agent.




                                     A-12-9
<PAGE>



                                                                    EXHIBIT A-13

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                        Certificate Principal Balance of this
Lesser of 6.750% per annum or the         Class L Certificate as of the Issue
Weighted Average Net Mortgage Rate        Date: $_________

Date of Pooling and Servicing             Class Principal Balance of all the
Agreement: December 1, 2000               Class L Certificates as of the Issue
                                          Date: $_________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for           the Mortgage Loans as of their
such Mortgage Loan in                     respective Cut-off Dates, after
December, 2000                            deducting payments of principal due on
                                          or before such date, whether or not
                                          received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NU 2
GMAC Commercial Mortgage Corporation

Certificate No. L-_                       ISIN No. US361849NU26


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-13-1
<PAGE>


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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND CLASS K
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J AND CLASS K


                                     A-13-2
<PAGE>

CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS M, CLASS N, CLASS O AND
CLASS P CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE
PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES
ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal balance of this Class L Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class L Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class L Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class L Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement


                                     A-13-3
<PAGE>


of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class L Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                     A-13-4
<PAGE>


registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class L
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class L Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class L Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class L Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class L Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class L Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class L Certificate without registration
or qualification. Any Class L Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class L Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class L Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class L Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.


                                     A-13-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class L Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
L 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.


                                     A-13-6
<PAGE>


         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.







                                     A-13-7
<PAGE>




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


                                              LaSalle Bank National Association,
                                              as Trustee



                                              By: _____________________________
                                                        Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

             This is one of the Class L Certificates referred to in the
within-mentioned Agreement.


Dated: December 14, 2000



                                              LaSalle Bank National Association,
                                              as Certificate Registrar



                                              By: _____________________________
                                                        Authorized Officer






                                     A-13-8
<PAGE>

PAGE>



                                   ASSIGNMENT
                                   ----------


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)


the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of __________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to ____________________

         This information is provided by _______________________, the assignee
named above, or _______________________, as its agent.


                                     A-13-9
<PAGE>


                                                                    EXHIBIT A-14

                           FORM OF CLASS M CERTIFICATE

                                CLASS M MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                        Certificate Principal Balance of this
Lesser of 6.750% per annum or the         Class M Certificate as of the Issue
Weighted Average Net Mortgage Rate        Date: $_________

Date of Pooling and Servicing             Class Principal Balance of all the
Agreement: December 1, 2000               Class M Certificates as of the Issue
                                          Date: $_________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for           the Mortgage Loans as of their
such Mortgage Loan in                     respective Cut-off Dates, after
December, 2000                            deducting payments of principal due on
                                          or before such date, whether or not
                                          received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NV 0
GMAC Commercial Mortgage Corporation

Certificate No. M-_                       ISIN No. US361849NV09



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                    A-14-1
<PAGE>


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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K AND CLASS
L CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF 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 AND CLASS L


                                    A-14-2
<PAGE>


CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE
MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal balance of this Class M Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class M Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class M Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class M Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement



                                    A-14-3
<PAGE>


of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class M Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without


                                    A-14-4
<PAGE>


registration under the Securities Act, then the Trustee shall require, in order
to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 to the Agreement and a
certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class M
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class M Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class M Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class M Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class M Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class M Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class M Certificate without registration
or qualification. Any Class M Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class M Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class M Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class M Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.


                                    A-14-5
<PAGE>


         No service charge will be imposed for any registration of transfer or
exchange of Class M Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
M 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.


                                     A-14-6
<PAGE>


         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.












                                    A-14-7
<PAGE>


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


                                              LaSalle Bank National Association,
                                              as Trustee



                                              By: _____________________________
                                                        Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

              This is one of the Class M Certificates referred to in the
within-mentioned Agreement.


Dated:  December 14, 2000


                                              LaSalle Bank National Association,
                                              as Certificate Registrar



                                              By: _____________________________
                                                        Authorized Officer





                                  A-14-8



<PAGE>



                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                  (please print or typewrite name and address
                     including postal zip code of assignee)


the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of __________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to ____________________

         This information is provided by _______________________, the assignee
named above, or _______________________, as its agent.




                                     A-14-9




<PAGE>



                                                                    EXHIBIT A-15

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by


                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


Pass-Through Rate:                        Certificate Principal Balance of this
Lesser of 6.750% per annum or the         Class N Certificate as of the Issue
Weighted Average Net Mortgage Rate        Date: $_________

Date of Pooling and Servicing             Class Principal Balance of all the
Agreement: December 1, 2000               Class N Certificates as of the Issue
                                          Date: $_________

Cut-off Date: With respect to any         Aggregate unpaid principal balance of
Mortgage Loan, the Due Date for           the Mortgage Loans as of their
such Mortgage Loan in                     respective Cut-off Dates, after
December, 2000                            deducting payments of principal due on
                                          or before such date, whether or not
                                          received: $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:                  Trustee: LaSalle Bank National
January 16, 2001                          Association

Master Servicer and Special Servicer:     CUSIP No. 361849 NW 8
GMAC Commercial Mortgage Corporation

Certificate No. N-_                       ISIN No. US361849NW81

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-15-1
<PAGE>


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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L
AND CLASS M CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN
THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF 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


                                     A-15-2
<PAGE>


AND CLASS M CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON
WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL
BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE
MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal balance of this Class N Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class N Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class N Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class N Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final


                                     A-15-3
<PAGE>


distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Certificate Distribution Account may be made from
time to time for purposes other than, and, in certain cases, prior to,
distributions to Certificateholders, such purposes including the reimbursement
of advances made, or certain expenses incurred, with respect to the Mortgage
Loans and the payment of interest on such advances and expenses.

         The Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the 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
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class N Certificate
(other than


                                     A-15-4
<PAGE>


a transfer thereof by the Depositor or any Affiliate of the Depositor) is to be
made without registration under the Securities Act, then the Trustee shall
require, in order to assure compliance with such laws, receipt by it and the
Depositor of a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit B-1 to the Agreement and
a certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class N
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class N Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class N Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class N Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class N Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class N Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class N Certificate without registration
or qualification. Any Class N Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class N Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         Any purchaser of a Class N Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an " insurance company general account" (as such term is defined in Department
of Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions
set forth in Sections I and III of PTE 95-60 have been satisfied as of the date
of the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class N Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as


                                     A-15-5
<PAGE>


named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class N Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
N 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.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. 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 this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any


                                     A-15-6
<PAGE>


amendment necessary to maintain the status of designated portions of the Trust
Fund as a REMIC, without the consent of the Holders of any of the Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.















                                     A-15-7
<PAGE>


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


                                              LaSalle Bank National Association,
                                              as Trustee



                                              By: _____________________________
                                                        Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

              This is one of the Class N Certificates referred to in the
within-mentioned Agreement.


Dated:  December 14, 2000



                                              LaSalle Bank National Association,
                                              as Certificate Registrar



                                              By: _____________________________
                                                        Authorized Officer














                                     A-15-8
<PAGE>


                                   ASSIGNMENT
                                   ----------


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)


the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________
Dated:


                                          _____________________________________
                                          Signature by or on behalf of Assignor

                                          _____________________________________
                                          Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to ________________ for the account
of __________________

         Distributions made by check (such check to be made payable to
_____________________ and all applicable statements and notices should be mailed
to ____________________

         This information is provided by _______________________, the assignee
named above, or _______________________, as its agent.



                                     A-15-9



<PAGE>

                                                                    EXHIBIT A-16

                           FORM OF CLASS O CERTIFICATE

                                CLASS O MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by
                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class O
Lesser of 6.750% per annum or the Weighted                  Certificate as of the Issue Date: $_________
Average Net Mortgage Rate

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class O
December 1, 2000                                            Certificates as of the Issue Date: $_________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                Mortgage Loans as of their respective Cut-off
December, 2000                                              Dates, after deducting payments of principal
                                                            due on or before such date, whether or not
                                                            received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 NX 6
GMAC Commercial Mortgage Corporation

Certificate No. O-_                                         ISIN No. US361849NX64
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-16-1


<PAGE>

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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, 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 OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C,

                                     A-16-2


<PAGE>



CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M
AND CLASS N CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON
WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS P CERTIFICATES OF
THE SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal balance of this Class O Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class O Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final

                                     A-16-3


<PAGE>



distribution on this Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate) will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated to this
Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Certificate
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

                  The Class O Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class O Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class O Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class O Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class O Certificate
(other than

                                     A-16-4
<PAGE>

a transfer thereof by the Depositor or any Affiliate of the Depositor) is to be
made without registration under the Securities Act, then the Trustee shall
require, in order to assure compliance with such laws, receipt by it and the
Depositor of a certificate from the Certificateholder desiring to effect such
transfer substantially in the form attached as Exhibit B-1 to the Agreement and
a certificate from such Certificateholder's prospective transferee substantially
in the form attached as Exhibit B-2 to the Agreement. Any purchaser of a Class O
Certificate shall be deemed to have represented by such purchase that it is a
"qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class O Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class O Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class O Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class O Certificate without registration or qualification. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class O Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class O Certificate without registration
or qualification. Any Class O Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class O Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  Any purchaser of a Class O Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an "insurance company general account" (as such term is defined in Department of
Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions set
forth in Sections I and III of PTE 95-60 have been satisfied as of the date of
the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class O Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as

                                     A-16-5


<PAGE>



named fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class O Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class O 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.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any

                                     A-16-6


<PAGE>



amendment necessary to maintain the status of designated portions of the Trust
Fund as a REMIC, without the consent of the Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-16-7


<PAGE>



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

                                        LaSalle Bank National Association,
                                        as Trustee



                                        By: ____________________________________
                                                 Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class O Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                         LaSalle Bank National Association,
                                         as Certificate Registrar



                                         By: ___________________________________
                                                 Authorized Officer





                                     A-16-8


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:



                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to__________________________________
for the account of_____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________

         This information is provided by ______________________________________
the assignee named above, or___________________________________________________
as its agent.


                                     A-16-9


<PAGE>



                                                                    EXHIBIT A-17

                           FORM OF CLASS P CERTIFICATE

                                CLASS P MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class P
Lesser of 6.750% per annum or the Weighted                  Certificate as of the Issue Date: $__________
Average Net Mortgage Rate

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class P
December 1, 2000                                            Certificates as of the Issue Date: $__________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                Mortgage Loans as of their respective Cut-off
December, 2000                                              Dates, after deducting payments of principal
                                                            due on or before such date, whether or not
                                                            received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 NY 4
GMAC Commercial Mortgage Corporation

Certificate No. P-_                                         ISIN No. US361849NY48
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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 IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,


                                     A-17-1


<PAGE>




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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N AND CLASS O CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C,


                                     A-17-2


<PAGE>



CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N AND CLASS O CERTIFICATES OF THE SAME SERIES. IN ADDITION, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION
WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal balance of this Class P Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class P Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class P Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class P Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefore, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate)


                                     A-17-3


<PAGE>



will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Certificate
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

                  The Class P Certificates are issuable in fully registered form
only without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class P Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class P Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class P Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class P Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance

                                     A-17-5
<PAGE>

with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. Any purchaser of a Class P Certificate shall be
deemed to have represented by such purchase that it is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act, that it is aware that the sale to it is being made in
reliance on Rule 144A and that it is acquiring the Class P Certificates for its
own account or for the account of a qualified institutional buyer, and that it
understands that such Class P Certificates may be resold, pledged or transferred
only (a) 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 (b) pursuant to another exemption
from registration under the Securities Act. None of the Depositor, the Trustee
or the Certificate Registrar is obligated to register or qualify the Class P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class P Certificate without registration or qualification. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class P Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class P Certificate without registration or
qualification. Any Class P Certificateholder desiring to effect such a transfer
shall, and by the acceptance of its Class P Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

                  Any purchaser of a Class P Certificate will be deemed to have
represented by such purchase that either (a) such purchaser is not an employee
benefit plan or other retirement arrangement, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to ERISA or Section 4975 of the Code (each, a "Plan") and is not
purchasing such Certificate by or on behalf of, or with "plan assets" of, any
Plan or (b) the purchase of any such Certificate by or on behalf of, or with
"plan assets" of, any Plan is permissible under applicable law, will not result
in any non-exempt prohibited transaction under ERISA or Section 4975 of the
Code, and will not subject the Depositor, the Trustee or the Servicer to any
obligation in addition to those undertaken in the Agreement, and the following
conditions are met: (a) the source of funds used to purchase such Certificate is
an "insurance company general account" (as such term is defined in Department of
Labor Prohibited Transaction Exemption ("PTE") 95-60) and (b) the conditions set
forth in Sections I and III of PTE 95-60 have been satisfied as of the date of
the acquisition of such Certificate. The Trustee may require that any
prospective transferee of a Class P Certificate that is held as a Definitive
Certificate, provide such certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not a Plan or a Person who is directly or
indirectly purchasing such Certificate on behalf of, as named fiduciary of, as
trustee of, or with "plan assets" of a Plan or that the conditions of an
acceptable alternative representation are satisfied.

                                     A-17-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class P Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class P 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.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.


                                     A-17-6


<PAGE>





                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.



                                     A-17-7


<PAGE>



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

                                     LaSalle Bank National Association,
                                     as Trustee



                                     By: _______________________________________
                                              Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                      LaSalle Bank National Association,
                                      as Certificate Registrar



                                      By: ______________________________________
                                              Authorized Officer





                                     A-17-8


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass-Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:




                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________

         This information is provided by ______________________________________
the assignee named above, or __________________________________________________
as its agent.



                                     A-17-9


<PAGE>




                                                                    EXHIBIT A-18

                         FORM OF CLASS S-AM CERTIFICATE

                               CLASS S-AM MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans") and certain companion loans
(the "Companion Loans") (including the AmeriSuites Companion Loan), such pool
being formed and sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class S-
6.7662% per annum                                           AM Certificate as of the Issue Date:
                                                            $_________

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class S-AM
December 1, 2000                                            Certificates as of the Issue Date: $_________

Cut-off Date:  With respect to any Mortgage
Loan, the Due Date for such Mortgage Loan in
December, 2000

Issue Date:  December 14, 2000                              Aggregate unpaid principal balance of the
                                                            AmeriSuites Companion Loan as of its
                                                            respective Cut-off Date, after deducting
                                                            payments of principal due on or before such
                                                            date, whether or not received:  $4,495,457

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 NZ 1
GMAC Commercial Mortgage Corporation

Certificate No. S-AM-_                                      ISIN No. US361849NZ13
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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


                                     A-18-1


<PAGE>



PAYMENT 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS E, CLASS F, CLASS G, AND CLASS H CERTIFICATES OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE


                                     A-18-2


<PAGE>



MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN AND TO THE EXTENT
DESCRIBED IN THE AGREEMENT, TO THE RIGHTS OF THE HOLDERS OF THIS CERTIFICATE.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S-AM Certificate (obtained by
dividing the principal balance of this Class S-AM Certificate (its "Certificate
Principal Balance") as of the Issue Date by the aggregate principal balance of
all the Class S-AM Certificates (their "Class Principal Balance") as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class S-AM Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class S-AM Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class S-AM
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also notwithstanding the foregoing, any distribution
that may be made with respect to this Certificate


                                     A-18-3


<PAGE>



in reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to this Certificate, which reimbursement is to occur after
the date on which this Certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the address of the Holder
that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Certificate
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

                  The Class S-AM Certificates are issuable in fully registered
form only without coupons in minimum denominations specified in the Agreement.
As provided in the Agreement and subject to certain limitations therein set
forth, Class S-AM Certificates are exchangeable for new Class S-AM Certificates
in authorized denominations evidencing the same aggregate Percentage Interest,
as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class S-AM Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class S-AM Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class S-AM Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class S-AM Certificate shall be deemed to have represented by
such purchase that it is a "qualified


                                     A-18-4


<PAGE>



institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act, that it is aware that the sale to it is being made in
reliance on Rule 144A and that it is acquiring the Class S-AM Certificates for
its own account or for the account of a qualified institutional buyer, and that
it understands that such Class S-AM Certificates may be resold, pledged or
transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class S-AM Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class S-AM Certificate without registration or qualification.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-AM Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class S-AM Certificate without
registration or qualification. Any Class S-AM Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class S-AM
Certificate agrees to, indemnify the Depositor, the Trustee and the Certificate
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

                  Any purchaser of a Class S-AM Certificate will be deemed to
have represented by such purchase that either (a) such purchaser is not an
employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, that is subject to ERISA or Section 4975 of the Code (each, a "Plan")
and is not purchasing such Certificate by or on behalf of, or with "plan assets"
of, any Plan or (b) the purchase of any such Certificate by or on behalf of, or
with "plan assets" of, any Plan is permissible under applicable law, will not
result in any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code, and will not subject the Depositor, the Trustee, the Fiscal Agent or
the Servicer to any obligation in addition to those undertaken in the Agreement,
and the following conditions are met: (a) the source of funds used to purchase
such Certificate is an "insurance company general account" (as such term is
defined in Department of Labor Prohibited Transaction Exemption ("PTE") 95-60)
and (b) the conditions set forth in Sections I and III of PTE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class S-AM Certificate that is held
as a Definitive Certificate, provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

                  No service charge will be imposed for any registration of
transfer or exchange of Class S-AM Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class S-AM Certificates.



                                     A-18-5


<PAGE>



                  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.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                                     A-18-6


<PAGE>




                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-18-7


<PAGE>



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

                                  LaSalle Bank National Association,
                                  as Trustee



                                  By: _________________________________________
                                           Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class S-AM Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                  LaSalle Bank National Association,
                                  as Certificate Registrar



                                  By: _________________________________________
                                          Authorized Officer





                                     A-18-8


<PAGE>


                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________

_______________________________________________________________________________


         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.

                                     A-18-9


<PAGE>




                                                                    EXHIBIT A-19

                        FORM OF CLASS S-MAC-1 CERTIFICATE

                             CLASS S-MAC-1 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

to the extent set forth in the Agreement (as defined herein), evidencing a
beneficial ownership interest in a Companion Loan and certain other rights in
respect of a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and certain companion loans (the "Companion Loans") (including the
MacArthur Center Companion Loan B), such pool being formed and sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class S-
7.5182% per annum                                           MAC-1 Certificate as of the Issue Date:
                                                            $_________

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class S-
December 1, 2000                                            MAC-1 Certificates as of the Issue Date:
                                                            $_________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                MacArthur Center Companion Loan B as of its
December, 2000                                              Cut-off Date, after deducting payments of
                                                            principal due on or before such date, whether
                                                            or not received:  $13,500,000

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PA 4
GMAC Commercial Mortgage Corporation

Certificate No. S-MAC-1-_                                   ISIN No. US361849PA44
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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


                                     A-18-1


<PAGE>



PAYMENT 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN AND THE INTERCREDITOR AGREEMENT.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.  IN


                                     A-19-2


<PAGE>


ADDITION, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED
IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED
EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN TO THE EXTENT
DESCRIBED IN THE AGREEMENT AND THE INTERCREDITOR AGREEMENT.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S-MAC-1 Certificate (obtained by
dividing the principal balance of this Class S-MAC-1 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-MAC-1 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-MAC-1 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class S-MAC-1 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-MAC-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the offices of the Certificate Registrar
appointed as provided in the Agreement or such other location as may be
specified in such notice. Also


                                     A-19-3


<PAGE>



notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and Companion Loans,
all as more specifically set forth herein and in the Agreement. As provided in
the Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and Companion Loans and the payment of interest on such
advances and expenses.

                  The Class S-MAC-1 Certificates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Class S-MAC-1 Certificates are exchangeable for new Class
S-MAC-1 Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class S-MAC-1 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

                  No transfer of any Class S-MAC-1 Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
S-MAC-1 Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. Any purchaser of a Class S-


                                     A-19-4


<PAGE>



MAC-1 Certificate shall be deemed to have represented by such purchase that it
is a "qualified institutional buyer" as that term is defined in Rule 144A ("Rule
144A") under the Securities Act, that it is aware that the sale to it is being
made in reliance on Rule 144A and that it is acquiring the Class S-MAC-1
Certificates for its own account or for the account of a qualified institutional
buyer, and that it understands that such Class S-MAC-1 Certificates may be
resold, pledged or transferred only (a) 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 (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class S-MAC-1 Certificates under the Securities Act or
any other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of any Class S- MAC-1 Certificate without
registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class S-MAC-1
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class S-MAC-1 Certificate without registration or qualification. Any Class
S-MAC-1 Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class S-MAC-1 Certificate agrees to, indemnify the Depositor,
the Trustee and the Certificate Registrar against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

                  No transfer of any Class S-MAC-1 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, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class S-MAC-1 Certificates continue to be rated in one of the
top four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

                  No service charge will be imposed for any registration of
transfer or exchange of Class S-MAC-1 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class S-MAC-1 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.


                                     A-19-5


<PAGE>



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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-19-6


<PAGE>



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

                                 LaSalle Bank National Association,
                                 as Trustee



                                 By: _________________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class S-MAC-1 Certificates referred to in
the within-mentioned Agreement.

Dated:  December 14, 2000

                                 LaSalle Bank National Association,
                                 as Certificate Registrar



                                 By: _________________________________________
                                         Authorized Officer




                                     A-19-7


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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


--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:




                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-19-8


<PAGE>




                                                                    EXHIBIT A-20

                        FORM OF CLASS S-MAC-2 CERTIFICATE

                             CLASS S-MAC-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

to the extent set forth in the Agreement (as defined herein), evidencing a
beneficial ownership interest in a Companion Loan and certain other rights in
respect of a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and certain companion loans (the "Companion Loans") (including the
MacArthur Center Companion Loan C), such pool being formed and sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class S-
7.9482% per annum                                           MAC-2 Certificate as of the Issue Date:
                                                            $_________

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class S-
December 1, 2000                                            MAC-2 Certificates as of the Issue Date:
                                                            $_________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                MacArthur Center Companion Loan C as of its
December, 2000                                              Cut-off Date, after deducting payments of
                                                            principal due on or before such date, whether
                                                            or not received:  $9,500,000

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PB 2
GMAC Commercial Mortgage Corporation

Certificate No. S-MAC-2-_                                   ISIN No. US361849PB27
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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


                                     A-20-1


<PAGE>



PAYMENT 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS S-MAC 1 CERTIFICATE AND TO THE
CLASS A-1, CLASS A-2, CLASS X, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F,
CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS
P CERTIFICATES TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN AND
THE INTERCREDITOR AGREEMENT.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.


                                     A-20-2


<PAGE>




DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION
WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN TO THE EXTENT
DESCRIBED IN THE AGREEMENT AND THE INTERCREDITOR AGREEMENT.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S-MAC-2 Certificate (obtained by
dividing the principal balance of this Class S-MAC-2 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-MAC-2 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-MAC-2 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class S-MAC-2 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-MAC-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon


                                     A-20-3


<PAGE>



presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. Also notwithstanding the foregoing, any
distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and the Companion
Loans, all as more specifically set forth herein and in the Agreement. As
provided in the Agreement, withdrawals from the Collection Account and the
Distribution Account may be made from time to time for purposes other than, and,
in certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and Companion Loans and the payment of interest on
such advances and expenses.

                  The Class S-MAC-2 Certificates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Class S-MAC-2 Certificates are exchangeable for new Class
S-MAC-2 Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class S-MAC-2 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

                  No transfer of any Class S-MAC-2 Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
S-MAC-2 Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1


                                     A-20-4


<PAGE>



to the Agreement and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as Exhibit B-2 to the Agreement.
Any purchaser of a Class S-MAC-2 Certificate shall be deemed to have represented
by such purchase that it is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act, that it is aware
that the sale to it is being made in reliance on Rule 144A and that it is
acquiring the Class S-MAC-2 Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class
S-MAC-2 Certificates may be resold, pledged or transferred only (a) 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 (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class S-MAC-2 Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class S- MAC-2
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class S-MAC-2 Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
transfer of any Class S-MAC-2 Certificate without registration or qualification.
Any Class S-MAC-2 Certificateholder desiring to effect such a transfer shall,
and by the acceptance of its Class S-MAC-2 Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

                  No transfer of any Class S-MAC-2 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, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class S-MAC-2 Certificates continue to be rated in one of the
top four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

                  No service charge will be imposed for any registration of
transfer or exchange of Class S-MAC-2 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class S-MAC-2 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.

                                     A-20-5


<PAGE>




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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-20-6


<PAGE>



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

                                 LaSalle Bank National Association,
                                 as Trustee



                                 By: _________________________________________
                                          Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class S-MAC-2 Certificates referred to in
the within-mentioned Agreement.

Dated:  December 14, 2000

                                 LaSalle Bank National Association,
                                 as Certificate Registrar



                                 By: _________________________________________
                                         Authorized Officer




                                     A-20-7


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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


--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:




                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.

                                     A-20-8
<PAGE>



                                                                    EXHIBIT A-21

                FORM OF CLASS S-MAC-3 CERTIFICATE

                     CLASS S-MAC-3 MORTGAGE
                    PASS-THROUGH CERTIFICATE,
                         SERIES 2000-C3

to the extent set forth in the Agreement (as defined herein), evidencing a
beneficial ownership interest in a Companion Loan and certain other rights in
respect of a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and certain companion loans (the "Companion Loans") (including the
MacArthur Center Companion Loan D), such pool being formed and sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class S-
8.1382% per annum                                           MAC-3 Certificate as of the Issue Date:
                                                            $_________

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class S-
December 1, 2000                                            MAC-3 Certificates as of the Issue Date:
                                                            $_________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                MacArthur Center Companion Loan D as of its
December, 2000                                              Cut-off Date, after deducting payments of
                                                            principal due on or before such date, whether
                                                            or not received:  $5,735,000

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PF 3
GMAC Commercial Mortgage Corporation

Certificate No. S-MAC-3-_                                   ISIN No. US361849PF31
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF 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



                                     A-21-1
<PAGE>

PAYMENT 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS S-MAC-2, CLASS S-MAC-1 CERTIFICATES
AND TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B, CLASS C, CLASS D, CLASS E,
CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O
AND CLASS P CERTIFICATES TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN AND THE INTERCREDITOR AGREEMENT.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

                                     A-21-2
<PAGE>

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION
WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN TO THE EXTENT
DESCRIBED IN THE AGREEMENT AND THE INTERCREDITOR AGREEMENT.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S-MAC-3 Certificate (obtained by
dividing the principal balance of this Class S-MAC-3 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-MAC-3 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-MAC-3 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class S-MAC-3 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-MAC-3
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order applicable to all subsequent
distributions as well), or otherwise by check mailed to the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
above, the final distribution on this Certificate (determined without regard to
any possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate) will be made after due notice
by the Trustee of the pendency of such distribution and only upon


                                     A-21-3
<PAGE>

presentation and surrender of this Certificate at the offices of the Certificate
Registrar appointed as provided in the Agreement or such other location as may
be specified in such notice. Also notwithstanding the foregoing, any
distribution that may be made with respect to this Certificate in reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate, which reimbursement is to occur after the date on which this
Certificate is surrendered as contemplated by the preceding sentence, will be
made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and Companion Loans,
all as more specifically set forth herein and in the Agreement. As provided in
the Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and Companion Loans and the payment of interest on such
advances and expenses.

                  The Class S-MAC-3 Certificates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Class S-MAC-3 Certificates are exchangeable for new Class
S-MAC-3 Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class S-MAC-3 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

                  No transfer of any Class S-MAC-3 Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
S-MAC-3 Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1


                                     A-21-4
<PAGE>

to the Agreement and a certificate from such Certificateholder's prospective
transferee substantially in the form attached as Exhibit B-2 to the Agreement.
Any purchaser of a Class S-MAC-3 Certificate shall be deemed to have represented
by such purchase that it is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act, that it is aware
that the sale to it is being made in reliance on Rule 144A and that it is
acquiring the Class S-MAC-3 Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class
S-MAC-3 Certificates may be resold, pledged or transferred only (a) 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 (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class S-MAC-3 Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class S- MAC-3
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class S-MAC-3 Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
transfer of any Class S-MAC-3 Certificate without registration or qualification.
Any Class S-MAC-3 Certificateholder desiring to effect such a transfer shall,
and by the acceptance of its Class S-MAC-3 Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

                  No transfer of any Class S-MAC-3 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, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class S-MAC-3 Certificates continue to be rated in one of the
top four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

                  No service charge will be imposed for any registration of
transfer or exchange of Class S-MAC-3 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class S-MAC-3 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.

                                     A-20-6


<PAGE>




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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-20-6


<PAGE>





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

                                   LaSalle Bank National Association,
                                   as Trustee



                                   By: _________________________________________
                                            Authorized Officer


                          CERTIFICATE OF AUTHENTICATION
                  This is one of the Class S-MAC-3 Certificates referred to in
the within-mentioned Agreement.

Dated:  December 14, 2000

                                   LaSalle Bank National Association,
                                   as Certificate Registrar



                                   By: _________________________________________
                                           Authorized Officer




                                     A-21-7


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:




                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-21-8


<PAGE>





                                                                    EXHIBIT A-22

                FORM OF CLASS S-MAC-4 CERTIFICATE

                     CLASS S-MAC-4 MORTGAGE
                    PASS-THROUGH CERTIFICATE,
                         SERIES 2000-C3

to the extent set forth in the Agreement (as defined herein), evidencing a
beneficial ownership interest in a Companion Loan and certain other rights in
respect of a trust fund (the "Trust Fund") consisting primarily of a pool (the
"Mortgage Pool") of multifamily and commercial mortgage loans (the "Mortgage
Loans") and certain companion loans (the "Companion Loans") (including the
MacArthur Center Companion Loan E), such pool being formed and sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Pass-Through Rate:                                          Certificate Principal Balance of this Class S-
8.98777% per annum                                          MAC-4 Certificate as of the Issue Date:
                                                            $_________

Date of Pooling and Servicing Agreement:                    Class Principal Balance of all the Class S-
December 1, 2000                                            MAC-4 Certificates as of the Issue Date:
                                                            $_________

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                MacArthur Center Companion Loan E as of its
December, 2000                                              Cut-off Date, after deducting payments of
                                                            principal due on or before such date, whether
                                                            or not received:  $15,148,791

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PG 1
GMAC Commercial Mortgage Corporation

Certificate No. S-MAC-4-_                                   ISIN No. US361849PG14
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS

                                     A-22-1

<PAGE>



REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 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.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS S-MAC-3, CLASS S-MAC-2 AND CLASS
S-MAC-1 CERTIFICATES AND TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B, CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O AND CLASS P CERTIFICATES, TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN AND THE INTERCREDITOR AGREEMENT.

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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 AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT


                                     A-22-2
<PAGE>

CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION
WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

THE RIGHTS OF THE HOLDERS OF ANY CLASS S CERTIFICATE TO RECEIVE DISTRIBUTIONS OF
AMOUNTS COLLECTED IN RESPECT OF THEIR RELATED COMPANION LOAN WILL BE
SUBORDINATED TO THE AMOUNTS DUE ON THE RELATED MORTGAGE LOAN TO THE EXTENT
DESCRIBED IN THE AGREEMENT AND THE INTERCREDITOR AGREEMENT.

                  This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class S-MAC-4 Certificate (obtained by
dividing the principal balance of this Class S-MAC-4 Certificate (its
"Certificate Principal Balance") as of the Issue Date by the aggregate principal
balance of all the Class S-MAC-4 Certificates (their "Class Principal Balance")
as of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class S-MAC-4 Certificates in the Trust Fund created pursuant to a
Pooling and Servicing Agreement, dated as specified above (the "Agreement"),
among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the
extent not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, 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"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class S-MAC-4 Certificates on the applicable Distribution Date pursuant to
the Agreement. All distributions made under the Agreement on any Class S-MAC-4
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or other
entity having appropriate facilities therefore, if such Certificateholder shall
have provided the Trustee with wiring instructions no less than five Business
Days prior to the Record Date for such distribution (which wiring instructions
may be in the form of a standing order


                                     A-22-3
<PAGE>

applicable to all subsequent distributions as well), or otherwise by check
mailed to the address of such Certificateholder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
offices of the Certificate Registrar appointed as provided in the Agreement or
such other location as may be specified in such notice. Also notwithstanding the
foregoing, any distribution that may be made with respect to this Certificate in
reimbursement of any Realized Loss or Additional Trust Fund Expense previously
allocated to this Certificate, which reimbursement is to occur after the date on
which this Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Holder that surrenders this
Certificate as such address last appeared in the Certificate Register or to any
such other address of which the Trustee is subsequently notified in writing.

                  Any distribution to the Holder of this Certificate in
reduction of the Certificate Principal Balance hereof is binding on such Holder
and all future Holders of this Certificate and any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such distribution is made upon this Certificate.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans and Companion Loans,
all as more specifically set forth herein and in the Agreement. As provided in
the Agreement, withdrawals from the Collection Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and Companion Loans and the payment of interest on such
advances and expenses.

                  The Class S-MAC-4 Certificates are issuable in fully
registered form only without coupons in minimum denominations specified in the
Agreement. As provided in the Agreement and subject to certain limitations
therein set forth, Class S-MAC-4 Certificates are exchangeable for new Class
S-MAC-4 Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class S-MAC-4 Certificates
in authorized denominations evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

                                     A-22-4
<PAGE>

                  No transfer of any Class S-MAC-4 Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
S-MAC-4 Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. Any purchaser of a Class S-MAC-4 Certificate shall
be deemed to have represented by such purchase that it is a "qualified
institutional buyer" as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act, that it is aware that the sale to it is being made in
reliance on Rule 144A and that it is acquiring the Class S-MAC-4 Certificates
for its own account or for the account of a qualified institutional buyer, and
that it understands that such Class S-MAC-4 Certificates may be resold, pledged
or transferred only (a) 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 (b) pursuant to another
exemption from registration under the Securities Act. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class S-MAC-4 Certificates under the Securities Act or any other securities law
or to take any action not otherwise required under the Agreement to permit the
transfer of any Class S- MAC-4 Certificate without registration or
qualification. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class S-MAC-4 Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class S-MAC-4
Certificate without registration or qualification. Any Class S-MAC-4
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class S-MAC-4 Certificate agrees to, indemnify the Depositor,
the Trustee and the Certificate Registrar against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

                  No transfer of any Class S-MAC-4 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, that is subject to ERISA or Section 4975
of the Code (each, a "Plan"), or (B) 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: either (A) (1) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act of 1933, as amended and (2) at the time of
such transfer, the Class S-MAC-4 Certificates continue to be rated in one of the
top four rating categories by at least one Rating Agency or (B) such Plan is an
"insurance company general account" (within the meaning of PTE 95-60) and the
conditions set forth in Sections I and III of PTE 95-60 have been satisfied as
of the date of acquisition of such Certificate.

                                     A-22-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class S-MAC-4 Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class S-MAC-4 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.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage Pool specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

                                     A-22-6
<PAGE>

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-22-7


<PAGE>



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

                              LaSalle Bank National Association,
                              as Trustee



                              By: _________________________________________
                                      Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class S-MAC-4 Certificates referred to in
the within-mentioned Agreement.

Dated:  December 14, 2000

                              LaSalle Bank National Association,
                              as Certificate Registrar



                              By: _________________________________________
                                      Authorized Officer




                                     A-22-8


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

--------------------------------------------------------------------------------
Dated:



                                    ------------------------------------------
                                    Signature by or on behalf of Assignor

                                    ------------------------------------------
                                    Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________________________________________

         Distributions made by check (such check to be made payable to ________
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.


                                     A-22-9




<PAGE>




                                                                    EXHIBIT A-23
                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
<TABLE>
<CAPTION>
<S>                                                         <C>
Date of Pooling and Servicing Agreement:                    Percentage Interest evidenced by this
December 1, 2000                                            Certificate in the related Class:  ___%

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                Mortgage Loans as of their respective Cut-off
December, 2000                                              Dates, after deducting payments of principal
                                                            due on or before such date, whether or not
                                                            received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PC 0
GMAC Commercial Mortgage Corporation

Certificate No. R-I-_                                       ISIN No. US361849PC00
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

                                     A-23-1
<PAGE>

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, 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 OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that [________________________] is the
registered owner of the Percentage Interest evidenced by this Class R-I
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-I Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. To the extent not defined herein, the capitalized terms used herein have
the respective meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified


                                     A-23-2
<PAGE>

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"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-I Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and Certificate Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class R-I Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-I Certificates are
exchangeable for new Class R-I Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-I Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-I Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-I Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-I Certificates under the Securities Act or any other

                                     A-23-3
<PAGE>

securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-I Certificate without registration or
qualification. Any Class R-I Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-I Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of a Class R-I Certificate or any interest therein
shall be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan") or (B) any Person who is directly or indirectly purchasing
the Class R-I Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
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.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and a United States Person and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United


                                     A-23-4


<PAGE>



States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee 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 withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either 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 Class R-I Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-I Certificate
to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, 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 such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any 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 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any other Person
so designated by the Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R-I Certificate by such Person may cause the
Trust Fund 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 Class R-I 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.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate 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 a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                                     A-23-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-I Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-I Certificates.

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

                 The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                                     A-23-6
<PAGE>

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-23-7


<PAGE>



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

                                        LaSalle Bank National Association,
                                        as Trustee

                                        By:__________________________________
                                                   Authorized Officer

                          CERTIFICATE OF AUTHENTICATION
                  This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                        LaSalle Bank National Association,
                                        as Certificate Registrar


                                        By:__________________________________
                                                   Authorized Officer





                                     A-23-8


<PAGE>




                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

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

Dated:


                                   --------------------------------------------
                                   Signature by or on behalf of Assignor


                                   --------------------------------------------
                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ____________________________.

         Distributions made by check (such check to be made payable to ________)
and all applicable statements and notices should be mailed to _________________.

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-23-9


<PAGE>



                                                                    EXHIBIT A-24

                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
<TABLE>
<CAPTION>
<S>                                                         <C>
Date of Pooling and Servicing Agreement:                    Percentage Interest evidenced by this
December 1, 2000                                            Certificate in the related Class:  ___%

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                Mortgage Loans as of their respective Cut-off
December, 2000                                              Dates, after deducting payments of principal
                                                            due on or before such date, whether or not
                                                            received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PD 8
GMAC Commercial Mortgage Corporation

Certificate No. R-II-_                                      ISIN No. US361849PD82
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

                                     A-24-1
<PAGE>

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, 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 OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that [________________________] is the
registered owner of the Percentage Interest evidenced by this Class R-II
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-II Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. To the extent not defined herein, the capitalized terms used herein have
the respective meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified


                                     A-24-2
<PAGE>

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"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-II Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and Certificate Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class R-II Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-II Certificates are
exchangeable for new Class R-II Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-II Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-II Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-II Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-II Certificates under the Securities Act or any other


                                     A-24-3
<PAGE>

securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-II Certificate without registration or
qualification. Any Class R-II Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-II Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  No transfer of a Class R-II Certificate or any interest
therein shall be made to (A) any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan") or (B) any Person who is directly or indirectly
purchasing the Class R-II Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
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.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and a United States Person and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United


                                     A-24-4
<PAGE>

States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee 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 withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either 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 Class R-II Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-II
Certificate to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, 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 such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any 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 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any other Person
so designated by the Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R-II Certificate by such Person may cause
the Trust Fund 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 Class R-II 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.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate 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 a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                                     A-24-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-II Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-II Certificates.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                                     A-24-6
<PAGE>

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.




                                     A-24-7


<PAGE>



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

                                   LaSalle Bank National Association,
                                   as Trustee

                                   By: ________________________________
                                              Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-II Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                   LaSalle Bank National Association,
                                   as Certificate Registrar

                                   By:_______________________________________
                                               Authorized Officer





                                     A-24-8


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

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

Dated:


                                   --------------------------------------------
                                   Signature by or on behalf of Assignor


                                   --------------------------------------------
                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of ___________________________.

         Distributions made by check (such check to be made payable to ________)
and all applicable statements and notices should be mailed to _________________.

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



                                     A-24-9


<PAGE>




                                                                    EXHIBIT A-25

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2000-C3

evidencing a beneficial ownership interest in a trust fund (the "Trust Fund")
consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                         <C>
Date of Pooling and Servicing Agreement:                    Percentage Interest evidenced by this
December 1, 2000                                            Certificate in the related Class:  ___%

Cut-off Date:  With respect to any Mortgage                 Aggregate unpaid principal balance of the
Loan, the Due Date for such Mortgage Loan in                Mortgage Loans as of their respective Cut-off
December, 2000                                              Dates, after deducting payments of principal
                                                            due on or before such date, whether or not
                                                            received:  $1,269,742,026

Issue Date:  December 14, 2000

First Distribution Date:  January 16, 2001                  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                       CUSIP No. 361849 PE 6
GMAC Commercial Mortgage Corporation

Certificate No. R-III-_                                     ISIN No. US361849PE65
</TABLE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X, CLASS B,
CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

                                     A-25-1
<PAGE>

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 WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS
OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN 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.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, 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 OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

                  This certifies that [________________________] is the
registered owner of the Percentage Interest evidenced by this Class R-III
Certificate (as specified above) in that certain beneficial ownership interest
evidenced by all the Class R-III Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. To the extent not defined herein, the capitalized terms used herein have
the respective meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.

                  Pursuant to the terms of the Agreement, distributions will be
made on the 15th day of each month or, if such 15th day is not a Business Day,
the Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified


                                     A-25-2
<PAGE>

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"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-III Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-III Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

                  The Depositor's Mortgage Pass-Through Certificates, Series
2000-C3 (the "Certificates") are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and Certificate Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

                  The Class R-III Certificates are issuable in fully registered
form only without coupons in minimum denominations representing Percentage
Interests specified in the Agreement. As provided in the Agreement and subject
to certain limitations therein set forth, Class R-III Certificates are
exchangeable for new Class R-III Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

                  As provided in the 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 offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Class R-III Certificates in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

                  No transfer of any Class R-III Certificate shall be made
unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under
applicable state securities laws, or is made in a transaction that does not
require such registration or qualification. If such a transfer of any Class
R-III Certificate (other than a transfer thereof by the Depositor or any
Affiliate of the Depositor) is to be made without registration under the
Securities Act, then the Trustee shall require, in order to assure compliance
with such laws, receipt by it and the Depositor of a certificate from the
Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit B-1 to the Agreement and a certificate from such
Certificateholder's prospective transferee substantially in the form attached as
Exhibit B-2 to the Agreement. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class R-III
Certificates


                                     A-25-3
<PAGE>

under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class R-III
Certificate without registration or qualification. Any Class R-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-III Certificate agrees to, indemnify the Depositor,
the Trustee and the Certificate Registrar against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

                  No transfer of a Class R-III Certificate or any interest
therein shall be made to (A) any employee benefit plan or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, that is subject to ERISA or Section 4975
of the Code (each, a "Plan") or (B) any Person who is directly or indirectly
purchasing the Class R-III Certificate or interest therein on behalf of, as
named fiduciary of, as trustee of, or with assets of a Plan.

                  Each Person who has or who acquires any Ownership Interest in
this Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the provisions of Section
5.02(d) of the Agreement and, if any purported Transferee shall become a Holder
of this Certificate in violation of the provisions of such Section 5.02(d), to
have irrevocably authorized the Trustee under clause (ii)(A) of such Section
5.02(d) to deliver payments to a Person other than such Person and to have
irrevocably authorized the Trustee under clause (ii)(B) of such Section 5.02(d)
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.
Each Person holding or acquiring any Ownership Interest in this Certificate must
be a Permitted Transferee and a United States Person and shall promptly notify
the Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

                  Each Person holding or acquiring any Ownership Interest in
this Certificate shall agree (x) to require a Transfer Affidavit and Agreement
from any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United


                                     A-25-4
<PAGE>

States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

                  The provisions of Section 5.02(d) of the Agreement may be
modified, added to or eliminated, provided that there shall have been delivered
to the Trustee 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 withdraw, qualify or downgrade
its then-current rating of any Class of Certificates; and (b) an Opinion of
Counsel, in form and substance satisfactory to the Trustee and the Depositor, to
the effect that such modification of, addition to or elimination of such
provisions will not cause either 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 Class R-III Certificate to a Person which is not a Permitted
Transferee, or cause a Person other than the prospective Transferee to be
subject to a REMIC-related tax caused by the Transfer of a Class R-III
Certificate to a Person which is not a Permitted Transferee.

                  A "Permitted Transferee" is any Transferee other than (i) the
United States, any State or political subdivision thereof, any possession of the
United States, 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 such governmental unit), (ii) a foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any 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 (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, and (v) any
electing large partnership under Section 775 of the Code and/or any other Person
so designated by the Trustee based upon an Opinion of Counsel that the holding
of an Ownership Interest in a Class R-III Certificate by such Person may cause
the Trust Fund 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 Class R-III 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.

                  A "United States Person" is a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in, or under the laws of, the United States or any political subdivision thereof
(except, in the case of a partnership, to the extent provided in Treasury
regulations), an estate 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 a trade or business within the
United States, or a trust if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust.

                                     A-25-5
<PAGE>

                  No service charge will be imposed for any registration of
transfer or exchange of Class R-III Certificates, but the Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any transfer
or exchange of Class R-III Certificates.

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

                  The Trust Fund and the obligations created by the Agreement
shall terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan, Companion Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or the
Depositor at a price determined as provided in the Agreement of all Mortgage
Loans, Companion Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer to
purchase from the Trust Fund all Mortgage Loans, Companion Loans and any REO
Properties remaining therein. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Pool at the time of
purchase being less than 1% of the aggregate Cut-off Date Principal Balance of
the Mortgage specified on the face hereof.

                  The Agreement permits, with certain exceptions therein
provided, the amendment thereof, and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent thereunder and the rights of the Certificateholders
thereunder, at any time by the Depositor, the Master Servicer, the Special
Servicer, the Trustee and the Fiscal Agent with the consent of the Holders of
Certificates entitled to at least 66-2/3% of the Voting Rights allocated to the
affected Classes. 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 this Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, including any amendment necessary to maintain the status
of REMIC I, REMIC II or REMIC III as a REMIC, without the consent of the Holders
of any of the Certificates.

                  Unless the certificate of authentication hereon has been
executed by the Certificate Registrar, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

                  The registered Holder hereof, by its acceptance hereof, agrees
that it will look solely to the Trust Fund (to the extent of its rights therein)
for distributions hereunder.

                                     A-25-6
<PAGE>

                  This Certificate shall be construed in accordance with the
internal laws of the State of New York applicable to agreements made and to be
performed in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.





                                     A-25-7


<PAGE>



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

                                   LaSalle Bank National Association,
                                   as Trustee

                                   By:_______________________________________
                                               Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

                  This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

Dated:  December 14, 2000

                                   LaSalle Bank National Association,
                                   as Certificate Registrar

                                   By:_______________________________________
                                               Authorized Officer






                                     A-25-8


<PAGE>



                                   ASSIGNMENT
                                   ----------

                  FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s)
and transfer(s) unto

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

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

--------------------------------------------------------------------------------
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to the above named assignee on the Certificate
Register of the Trust Fund.

                  I (we) further direct the issuance of a new Mortgage
Pass-Through Certificate of a like Percentage Interest and Class to the above
named assignee and delivery of such Mortgage Pass- Through Certificate to the
following address:

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

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

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

Dated:


                                   --------------------------------------------
                                   Signature by or on behalf of Assignor


                                   --------------------------------------------
                                   Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

Distributions shall, if permitted, be made by wire transfer or otherwise, in
immediately available funds, to _______________________________________________
for the account of _______________________________.

         Distributions made by check (such check to be made payable to ________)
and all applicable statements and notices should be mailed to _________________.

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.




                                     A-25-9


<PAGE>



                                                                     EXHIBIT B-1

                         FORM OF TRANSFEROR CERTIFICATE

                                     [Date]

LaSalle Bank National Association

135 South LaSalle Street

Suite 1625

Chicago, Illinois  60603

Attention: Asset Backed Securities Trust Services Group

GMAC Mortgage Pass-Through Certificates Series 2000-C3

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2000-C-3 [Class X] [Class E]
                  [Class F] [Class G][Class H] [Class J] [Class K][Class
                  L][Class M][Class N] [Class O] [Class P] [Class S-AM] [Class
                  S-MAC-1] [Class S-MAC-2] [Class S-MAC-3] [Class S-MAC-4]
                  [Class R-I] [Class R-II] [Class R-III], [having an initial
                  principal balance/initial notional amount as of December 14,
                  2000 of $________] [evidencing a _____% Percentage Interest in
                  such Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by (the
"Transferor") to (the "Transferee") of the captioned Certificates (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 2000, among
GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, and LaSalle Bank
National Association., as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
terms used herein and not otherwise defined will 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. The Transferor is the lawful owner of the Certificates with the full
right to transfer the 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 the Certificates,
any interest in the Certificates 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 the Certificates, any interest in the Certificates or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated


                                     B-1-1
<PAGE>

with respect to the Certificates, any interest in the Certificates or
any other similar security with any person in any manner, (d) made any general
solicitation with respect to the Certificates, any interest in the Certificates
or any other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to the Certificates, any
interest in the Certificates or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution under the Securities Act of 1933 (the "Securities Act"), or would
render the disposition of the Certificates a violation of Section 5 of the
Securities Act or any state securities laws, or would require registration or
qualification of the Certificates pursuant to the Securities Act or any state
securities laws.

         3. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is a "qualified institutional
buyer" (as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act) purchasing for its own account or for the account of other qualified
institutional buyers, 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.

         4. The Transferor or a person acting on its behalf has taken reasonable
steps to ensure that the Transferee is aware that the Transferor is relying on
the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

         5. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans and Loan Groups, (c) the Pooling and Servicing
Agreement, and (d) any credit enhancement mechanism associated with the
Certificates, that the Transferee has requested.

                                                     Very truly yours,


                                                     Print Name of Transferor

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------



                                      B-1-2


<PAGE>




                                                                     EXHIBIT B-2

                        FORM I OF TRANSFEREE CERTIFICATE

                                     [Date]

LaSalle Bank National Association

135 South LaSalle Street

Suite 1625

Chicago, Illinois  60603

Attention: Asset Backed Securities Trust Services Group

GMAC Mortgage Pass-Through Certificates Series 2000-C3

         Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage
                  Pass-Through Certificates, Series 2000-C-3 [Class X] [Class E]
                  [Class F] [Class G][Class H] [Class J] [Class K][Class
                  L][Class M][Class N] [Class O] [Class P] [Class S-AM] [Class
                  S-MAC-1] [Class S-MAC-2] [Class S-MAC-3] [Class S-MAC-4]
                  [Class R-I] [Class R-II] [Class R-III], [having an initial
                  principal balance/initial notional amount as of December 14,
                  2000 of $________] [evidencing a _____% Percentage Interest in
                  such Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
__________(the "Transferor") to______________(the "Transferee") of the captioned
Certificates (the "Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2000 among GMAC Commercial Mortgage Securities, Inc., as Depositor,
GMAC Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
and LaSalle Bank Association, as Trustee and ABN AMRO Bank N.V., as Fiscal
Agent. All terms used herein and not otherwise defined will 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" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (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 Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificates may be resold,
pledged or transferred only (a) 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


                                     B-2-1
<PAGE>

transfer is being made in reliance on Rule 144A, or (b) pursuant to another
exemption from registration under the Securities Act.

         2. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that it
has requested.

         3. If the Transferee proposes that the Certificates be registered in
the name of a nominee, such nominee has completed the Nominee Acknowledgment
below.

         4. The Transferee hereby certifies to the Trustee, the Depositor and
the Master Servicer that such transfer is permissible under applicable law, and
either (a) such Transferee is not an "employee benefit plan" (within the meaning
of Section 3(3) of ERISA) that is subject to ERISA, a "plan" (within the meaning
of Section 4975 of the Code) that is subject to Section 4975 of the Code, or any
entity deemed to hold "plan assets" of any of the foregoing (within the meaning
of United States Department of Labor ("DOL") Regulations Section 2510.3-101, or
(b) (i) in the case of a Class X, Class E, Class F, Class G, Class S-MAC-1,
Class S-MAC-2, Class S- MAC-3 and Class S-MAC-4 Certificate, either (A)(1) such
Transferee is an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act of 1933, as amended and (2) at the time of such
transfer, such Certificate continues to be rated in one of the top four generic
rating categories by at least one rating agency or (B) such Transferee is an
"insurance company general account" within the meaning of PTCE 95-60 (defined
below) and the conditions set forth in sections I and III of PTCE 95-60 have
been satisfied with respect to the Transferee's purchase and holding of the
Certificate, as of the date of acquisition of such Certificate or (ii) in the
case of a Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P
or Class S-AM Certificate, such transfer is permissible under applicable laws,
will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, will not subject the
Depositor, the Trustee, the Fiscal Agent or the Master Servicer to any
obligation in addition to those undertaken in the Pooling and Servicing
Agreement, and the following conditions are met: (i) the source of funds used to
purchase the Certificate is an "insurance company general account" (as such term
is defined in DOL Prohibited Transaction Class Exemption ("PTCE") 95-60) and
(ii) the conditions set forth in Sections I and III of PTCE 95-60 are satisfied
with respect to the Transferee's purchase and holding of the Certificate, as of
the date of acquisition of such Certificate.

                                                     Very truly yours,


                                                     Print Name of Transferor

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------







                                      B-2-2


<PAGE>



                             NOMINEE ACKNOWLEDGMENT

         The undersigned hereby acknowledges and agrees that as to the
Certificate being registered in its name, the sole beneficial owner thereof is
and will be , the Transferee identified above, for whom the undersigned is
acting as nominee.

                                                     Very truly yours,


                                                     Print Name of Nominee

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------




                                      B-2-3


<PAGE>




                                                          ANNEX 1 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to                (the
"Transferor") and                , as Certificate Registrar, with respect to the
mortgage pass-through certificate (the "Certificate") 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 Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A"), because (i)
the Transferee owned and/or invested on a discretionary basis $       in
securities(1) (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.

         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 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.

--------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.

                                     B-2-4

<PAGE>




         Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

         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.

         Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

         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 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.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
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.

                                     B-2-5
<PAGE>

         Will the Transferee be purchasing the 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 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 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.

                                                     Very truly yours,


                                                     Print Name of Transferee

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------

                                      B-2-6





<PAGE>



                                                          ANNEX 2 TO EXHIBIT B-2

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to
          (the "Transferor") and                 as Certificate Registrar, with
respect to the mortgage pass-through certificate (the "Certificate") 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 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 ("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, 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).

         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)


                                     B-2-7
<PAGE>

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 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 Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

                                       Print Name of Transferee or Adviser

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

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

                                       Name:
                                       ---------------------------------------

                                       Title:
                                       ---------------------------------------

Date:


                                       IF AN ADVISER:

                                       Print Name of Transferee

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

                                       Date:
                                       ---------------------------------------



                                     B-2-8
<PAGE>


                                                                     EXHIBIT C-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 GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2000-C3, [Class
R-I] [Class R-II] [Class 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 will have the respective meanings set forth in the Pooling and Servicing
Agreement 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. 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, an electing large partnership under Section 775 of the Code, 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, with respect to transfers to electing large
partnerships, on such partnership) 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
will be relieved of liability for the tax if the transferee furnishes to such
Person (other than transfers with respect to electing large partnerships) 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 1.860E1(c) and that
the transferor of a "noneconomic residual interest" will remain liable



                                      C-1-1


<PAGE>



for any taxes due 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 will 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 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(A) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (ii)(B) of Section 5.02(d) 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 5.02(d)); 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 and reasonably expects to have the
ability 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. The Transferee has
provided financial statements or other financial information requested by the
Transferor in connection with the transfer of the Residual Certificates to
permit the Transferor to assess the financial capability of the Transferor to
pay any such taxes.

         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 C-2 to the Pooling
and Servicing Agreement.

         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


                                      C-1-2


<PAGE>



political subdivision thereof (except, in the case of a partnership, to the
extent provided in Treasury regulations), an estate 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, or a trust for which a court within
the United States is able to exercise primary supervision over its
administration and for which one or more United States Persons have the
authority to control all substantial decisions of the trust.

         13. The Transferee is not acquiring the Residual Certificates with
"plan assets" of any plan subject to Title I of ERISA or Section 4975 of the
Code.

         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, attested by its
[Assistant] Secretary, this day of, __________________________,____________.


                                                     Very truly yours,


                                                     Print Name of Transferee

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------

 [Corporate Seal]





                                      C-1-3


<PAGE>



ATTEST:


[Assistant] Secretary

         Personally appeared before me the above-named _____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the ________________________ of the Transferee, and
acknowledged to me that he/she executed the same as his/her free act and deed
and the free act and deed of the Transferee. Subscribed and sworn before me this
__________ day of _______, _______.



NOTARY PUBLIC

COUNTY OF ____________________
STATE OF _____________________
My Commission expires
the ___________ day of _______.




                                      C-1-4


<PAGE>




                                                                     EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois  60603

Attention: Asset Backed Securities Trust Services Group
                 GMAC Mortgage Pass-Through Certificates Series 2000-C3

         Re:     GMAC Commercial Mortgage Securities, Inc., Mortgage
                 Pass-Through Certificates, Series 2000-C3 (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 December 1, 2000 (the "Pooling and Servicing Agreement"),
among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial
Mortgage Corporation, as Master Servicer and Special Servicer, and LaSalle Bank
National Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein will 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 at the time of this transfer either (i) (A) has
conducted a reasonable investigation of the financial condition of the
Transferee as contemplated by Treasury


                                      C-2-1


<PAGE>



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 evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future,
and (B) has determined that the present value of the anticipated tax liabilities
associated with the holding of the Residual Certificate does not exceed the sum
of (1) the present value of any consideration given to the Transferee to acquire
the Certificate, (2) the present value of the expected future distributions on
the Certificate, and (3) the present value of the anticipated tax savings
associated with holding the Certificate as the REMIC generates losses (having
made such determination by (I) assuming that the Transferee pays tax at a rate
equal to the highest rate of tax specified in Section 11(b)(1) of the Internal
Revenue Code ("Code"), and (II) utilizing a discount rate for present valuations
equal to the applicable Federal rate prescribed by Section 1274(d) of the Code
compounded semi-annually (or a lower discount rate based on the Transferee
having demonstrated that it regularly borrows, in the course of its trade or
business, substantial funds at such lower rate from unrelated third parties)),
or (ii) based on an adequate review of the relevant facts and circumstances,
neither knows nor should know that the Transferee would be unwilling or unable
to pay any taxes due on its share of the taxable income of the REMIC.

         4. 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) at least one of the tests as described above in Paragraph 3(i) and
3(ii) has been met as to any transfer.

                                                     Very truly yours,


                                                     Print Name of Transferor

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


                                                     By:
                                                     ---------------------------

                                                     Name:
                                                     ---------------------------

                                                     Title:
                                                     ---------------------------




                                      C-2-2


<PAGE>




                                                                       EXHIBIT D

                           FORM OF REQUEST FOR RELEASE


DATE:

TO:

RE: REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.

Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (indicate one)

                                      [  ] Mortgage Loan Prepaid in Full

                                      [  ] Mortgage Loan Repurchased or Sold

                                      [  ] Other (specify)

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

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

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


"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."

[GMAC COMMERCIAL MORTGAGE CORPORATION]
Authorized Signature

******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.



                                       D-1


<PAGE>




Enclosed Documents:            [ ] Promissory Note

                               [ ] Primary Insurance Policy

                               [ ] Mortgage or Deed of Trust

                               [ ] Assignment(s) of Mortgage or Deed of Trust

                               [ ] Title Insurance Policy

                               [ ] Other:

Name
Title
Date





                                       D-2


<PAGE>



                                                                       EXHIBIT E

                                  FORM OF UCC-1




                                       E-1


<PAGE>



                     SCHEDULE 1 TO UCC-1 FINANCING STATEMENT

All right (including the power to convey title thereto), title and interest of
the Debtor as more particularly described on Exhibit A attached hereto:

                     EXHIBIT A TO UCC-1 FINANCING STATEMENT

         All right (including the power to convey title thereto), title and
interest of the Debtor, including any security interest therein for the benefit
of the Debtor, in and to the Trust Fund created pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2000, among the Debtor as
Depositor, the Secured Party as Trustee*, ABN AMRO Bank N.V. as Fiscal Agent and
GMAC Commercial Mortgage Corporation as Master Servicer and Special Servicer
with respect to Mortgage Pass-Through Certificates, Series 2000-C3 (the "Pooling
and Servicing Agreement (Series 2000- C3)), including:

         (1) the Mortgage Loans and Companion Loans listed on the Mortgage Loan
Schedule attached hereto;

         (2) all principal and interest received or receivable with respect to
the Mortgage Loans and Companion Loans (other than principal and interest
payments due and payable prior to the Cutoff Date and Principal Prepayments
received prior to the Cut-off Date);

         (3) all amounts held from time to time in the Collection Account, the
Excess Liquidation Proceeds Reserve Account, the Interest Reserve Account, the
REO Account, the Mortgage Loan Subaccount, the Companion Subaccount, the
Companion Loan Distribution Account and the Certificate Distribution Account;

         (4) all of the Debtor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such
Mortgage Loans and Companion Loans;

         (5) all of the Debtor's right, title and interest under each Mortgage
Loan Purchase Agreement and each Supplemental Agreement and any and all general
intangibles (as defined in the Uniform Commercial Code) consisting of, arising
from or relating to any of the foregoing; and

         (6) any and all income, payments, proceeds and products of any of the
foregoing.

         Capitalized terms used herein, but not defined, shall have the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement (Series 2000-C3).

         THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED
BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN,
WITH RESPECT TO THE MORTGAGE LOANS, THE COMPANION LOANS, THE MORTGAGE NOTES, THE
RELATED MORTGAGES AND THE RELATED MORTGAGE FILES, AND THIS FILING SHOULD NOT BE
CONSTRUED AS A CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO
MORTGAGE NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT


                                       E-2


<PAGE>



ANY MORTGAGE NOTE IS NOT AN INSTRUMENT WITHIN THE MEANING OF THE UNIFORM
COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION, OR THAT A FILING
IS NECESSARY TO PERFECT THE SECURITY INTEREST OF THE SECURED PARTY*, WITH
RESPECT TO THE MORTGAGE LOANS OR THE COMPANION LOANS, IN ANY MORTGAGE NOTE,
MORTGAGE OR DOCUMENT IN A MORTGAGE FILE. WITH RESPECT TO THE FOREGOING, THIS
FILING IS MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD PARTIES.

         *Not in its individual capacity, but solely as Trustee for the benefit
of the Certificateholders pursuant to the Pooling and Servicing Agreement
(Series 2000-C3).



                                       E-3


<PAGE>



                                                                       EXHIBIT F

              MORTGAGE ASSET SCHEDULE TO UCC-1 FINANCING STATEMENT

         METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

o        GMAC Commercial Mortgage Corporation ("GMACCM") applies the methodology
         presented below to arrive at a servicer adjusted or "Normalized" Net
         Operating Income ("NOI"). The items described below highlight some of
         the major categories requiring adjustment. There may, however, be
         others, and GMACCM will use its market knowledge and discretion in
         making and sufficiently footnoting the necessary adjustments.

o        GMACCM chooses to use the actual management fee stated in the financial
         statement.

o        Where they are clearly identifiable, GMACCM will remove any capital
         expense from any above the line categories (such as extraordinary
         repairs and maintenance) and put them below the line in the capital
         expense comment section.

o        Replacement reserves, tenant improvement and leasing commission
         reserves will be treated as above the line expenses. A determination
         will be made whether there have been credits for the disbursements from
         a reserve and that expenses are not overstated due to exclusion of
         credits.

o        Property taxes should be the annual amount due, excluding any
         delinquent taxes or credits from prior years which would cause the
         number to be higher or lower. The amount for property taxes will be
         adjusted if the period under analysis is less than one year.

o        GMAC Commercial Mortgage will exclude non-recurring, extraordinary
         income. For example, a tax refund, lease buyout or income received for
         a period other than the year in question should be adjusted. If past
         due rent for a prior year was paid and recorded in the current year,
         GMACCM would back it out and footnote it accordingly. Care will be used
         when reflecting percentage/overage rents to ensure that it relates to
         the appropriate period and that the numbers are supported by tenant
         sales information.

o        GMAC Commercial Mortgage will remove any items not pertaining to the
         operation of the property such as, fees for closing the loan
         restructure, a distribution to owners or a charitable contribution.

o        When necessary, income and expenses will be analyzed by looking at
         variances by category. Unusual income and expense items will be
         researched. If there are significant variances, inquiries to the
         borrower will be made. Appropriate adjustments will be made and
         footnotes provided to clearly explain the situation.


                                       F-1


<PAGE>




o        The debt service should be an actual amount the borrower paid per the
         servicing records for the period associated with the operating
         statement. If GMACCM does not have a full year of payments, it will use
         the principal and interest constant in the case of a fixed rate loan
         and, in the case of an adjustable rate loan, will estimate a full year
         amount from the payment history information available.



                                       F-2


<PAGE>



                                                                       EXHIBIT G

                       FORM OF DISTRIBUTION DATE STATEMENT



                                       G-1


<PAGE>



                                                                       EXHIBIT H

                         FORM OF MASTER SERVICER REPORT



                                       H-1


<PAGE>



                                                                       EXHIBIT I

                                 CERTAIN REPORTS



                                       I-1


<PAGE>



                                                                       EXHIBIT J

                         FORM OF CMSA PERIODIC LOAN FILE



                                       J-1


<PAGE>



                                                                       EXHIBIT K

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]


LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois  60603

Attention:    Corporate Trust Services Group,
              GMAC Mortgage Pass-Through Certificates Series 2000-C3

         In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of December 1, 2000 (the "Agreement"), by and among GMAC Commercial
Mortgage Securities, Inc. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer and Special Servicer, LaSalle Bank National Association as
Trustee (the "Trustee") and ABN AMRO Bank, N.V. as Fiscal Agent, with respect to
the GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, Series 2000-C3 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

                  The undersigned is a beneficial owner or prospective purchaser
         of the Class ___ Certificates.

                  The undersigned is requesting a password pursuant to Section
         4.02 of the Agreement for access to certain information (the
         "Information") on the Trustee's website and/or is requesting the
         information identified on the schedule attached hereto (also, the
         "Information") pursuant to Section ___ of the Agreement.

                  In consideration of the Trustee's disclosure to the
         undersigned of the Information, or the password in connection
         therewith, the undersigned will keep the Information confidential
         (except from such outside persons as are assisting it in making an
         evaluation in connection with purchasing the related Certificates, from
         its accountants and attorneys, and otherwise from such governmental or
         banking authorities or agencies to which the undersigned is subject),
         and such Information will not, without the prior written consent of the
         Trustee, be otherwise disclosed by the undersigned or by its officers,
         directors, partners, employees, agents or representatives
         (collectively, the "Representatives") in any manner whatsoever, in
         whole or in part.

                  The undersigned will not use or disclose the Information in
         any manner which could result in a violation of any provision of the
         Securities Act of 1933, as amended (the "Securities Act"), or the
         Securities Exchange Act of 1934, as amended, or would require
         registration of any Certificate pursuant to Section 5 of the Securities
         Act.


                                       K-1


<PAGE>




                  The undersigned shall be fully liable for any breach of this
         agreement by itself or any of its Representatives and shall indemnify
         the Depositor, the Trustee and the Trust Fund for any loss, liability
         or expense incurred thereby with respect to any such breach by the
         undersigned or any of its Representatives.

         Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                     ------------------------------------------
                                     Beneficial Owner or Prospective Purchaser

                                     By:
                                     ------------------------------------------

                                     Title:
                                     ------------------------------------------




                                       K-2


<PAGE>



                                                                       EXHIBIT L

                            DESIGNATED SUB-SERVICERS



                                       L-1


<PAGE>



                                                                       EXHIBIT M
                           FORM OF CMSA FINANCIAL FILE



                                       M-1


<PAGE>


                                                                       EXHIBIT N

                        FORM OF CMSA PROPERTY FILE REPORT





                                       N-1