EXECUTION COPY



                         PNC MORTGAGE ACCEPTANCE CORP.,
                                    DEPOSITOR




                          MIDLAND LOAN SERVICES, INC.,
                      MASTER SERVICER AND SPECIAL SERVICER




                        WELLS FARGO BANK MINNESOTA, NA.,
                                     TRUSTEE




                       LaSALLE BANK NATIONAL ASSOCIATION,
                            CERTIFICATE ADMINISTRATOR








                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2001






                  Commercial Mortgage Pass-Through Certificates

                                 Series 2001-C1


<PAGE>
                                TABLE OF CONTENTS


                                                                            PAGE
                                   ARTICLE I.

                                   Definition

Section 1.1.   Defined Terms...................................................5

Section 1.2.   Certain Calculations...........................................57

Section 1.3.   Certain Constructions..........................................58

                                   ARTICLE II.

               CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.1.   Conveyance and Assignment of Mortgage Loans....................58

Section 2.2.   Acceptance by the Custodian and the Trustee....................64

Section 2.3.   Seller's Repurchase of Mortgage Loans for Document Defaults
               and Breaches of Representations and Warranties.................66

Section 2.4.   Representations and Warranties of the Depositor................68

Section 2.5.   Representations, Warranties and Covenants of the Master
               Servicer and the Special Servicer..............................71

Section 2.6.   Execution and Delivery of Certificates; Issuance of REMIC I
               Regular Interests and REMIC II Regular Interests...............74

Section 2.7.   Documents Not Delivered to Custodian...........................74

                                         ARTICLE III.

                      ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 3.1.   Master Servicer to Act as Master Servicer; Special Servicer
               to Act as Special Servicer; Administration of the
               Mortgage Loans.................................................74

Section 3.2.   Sub-Servicing..................................................76

Section 3.3.   Collection of Certain Mortgage Loan Payments...................78

Section 3.4.   Collection of Taxes, Assessments and Similar Items.............79

Section 3.5.   Collection Account, Distribution Account, Grantor Trust
               Collection Account, Grantor Trust Distribution Account
               and Excess Liquidation Proceeds Account........................80

                                       i
<PAGE>

Section 3.6.   Permitted Withdrawals from the Collection Account and Grantor
                Trust Collection Account......................................82

Section 3.7.   Investment of Funds in Accounts................................85

Section 3.8.   Maintenance of Insurance Policies and Errors and
               Omissions and Fidelity Coverage................................87

Section 3.9.   Enforcement of Due-On-Sale Clauses; Assumption Agreements......90

Section 3.10.  Realization Upon Mortgage Loans................................92

Section 3.11.  Trustee to Cooperate; Release of Mortgage Files................95

Section 3.12.  Servicing Compensation.........................................96

Section 3.13.  Reports to the Certificate Administrator; Collection
               Account Statements.............................................98

Section 3.14.  Annual Statement as to Compliance.............................101

Section 3.15.  Annual Independent Public Accountants' Servicing Report.......102

Section 3.16.  Access to Certain Documentation...............................102

Section 3.17.  Title and Management of REO Properties........................103

Section 3.18.  Sale of Specially Serviced Mortgage Loans and REO Properties..106

Section 3.19.  Inspections...................................................109

Section 3.20.  Available Information and Notices.............................109

Section 3.21.  Reserve Accounts; Letters of Credit...........................112

Section 3.22.  Servicing Advances............................................112

Section 3.23.  Appraisal Reductions..........................................114

Section 3.24.  Transfer of Servicing Between Master Servicer and
               Special Servicer; Record Keeping..............................115

Section 3.25.  Adjustment of Servicing Compensation in Respect of
               Prepayment Interest Shortfalls................................117

Section 3.26.  Operating Adviser; Elections..................................117

Section 3.27.  Appointment of Special Servicer; Duties of Operating Adviser..119

Section 3.28.  Modifications, Waivers, Amendments, Extensions and Consents,
               Defeasance....................................................122


                                       ii
<PAGE>

Section 3.29.  Interest Reserve Account......................................127

Section 3.30.  Provisions Relating to Servicing of Danbury Loan and
               Mills Loan....................................................127

                                   ARTICLE IV.

                    DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.1.   Distributions of REMIC I......................................129

Section 4.2.   Distributions of REMIC II.....................................130

Section 4.3.   Distributions of REMIC III....................................136

Section 4.4.   Statements to Rating Agencies and Certificateholders;
               Available Information.........................................142

Section 4.5.   Remittances; P&I Advances.....................................144

Section 4.6.   Allocation of Realized Losses and Expense Losses..............146

Section 4.7.   Distributions on the Grantor Trust............................147

Section 4.8.   Distributions in General......................................147

Section 4.9.   Compliance with Withholding Requirements......................149

                                   ARTICLE V.

                                THE CERTIFICATES

Section 5.1.   The Certificates..............................................149

Section 5.2.   Registration, Transfer and Exchange of Certificates...........150

Section 5.3.   Book-Entry Certificates.......................................158

Section 5.4.   Mutilated, Destroyed, Lost or Stolen Certificates.............160

Section 5.5.   Appointment of Paying Agent...................................160

Section 5.6.   Access to Certificateholders' Names and Addresses.............161

Section 5.7.   Actions of Certificateholders.................................161

Section 5.8.   Persons Deemed Owners.........................................162

Section 5.9.   Certification by Certificate Owners...........................162

                                      iii
<PAGE>


                                   ARTICLE VI.

                 THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

Section 6.1.   Liability of the Depositor, the Master Servicer and the
               Special Servicer..............................................163

Section 6.2.   Merger or Consolidation of the Master Servicer and
               Special Servicer..............................................163

Section 6.3.   Limitation on Liability of the Depositor, the Master Servicer
               and Others....................................................164

Section 6.4.   Resignation of Master Servicer or Special Servicer............164

Section 6.5.   Assignment or Delegation of Duties by Master Servicer or
               the Special Servicer..........................................165

Section 6.6.   Rights of the Depositor, the Rating Agencies, the Trustee
               and the Certificate Administrator in Respect of the
               Master Servicer and the Special Servicer......................166

                                  ARTICLE VII.

                                     DEFAULT

Section 7.1.   Events of Default.............................................166

Section 7.2.   Trustee to Act; Appointment of Successor......................169

Section 7.3.   Notification to Certificateholders............................170

Section 7.4.   Other Remedies of Trustee.....................................171

Section 7.5.   Waiver of Past Events of Default; Termination.................171

                                  ARTICLE VIII.

            CONCERNING THE TRUSTEE and the certificate ADMINISTRATOR

Section 8.1.   Duties of Trustee and Certificate Administrator...............172

Section 8.2.   Certain Matters Affecting the Trustee and the Certificate
               Administrator.................................................174

Section 8.3.   Trustee and the Certificate Administrator Not Liable for
               Certificates or Mortgage Loans................................176

Section 8.4.   Trustee and Certificate Administrator May Own Certificates....177

Section 8.5.   Payment of Trustee's and Certificate Administrator's Fees
                and Expenses; Indemnification................................178

Section 8.6.   Eligibility Requirements for Trustee and Certificate
               Administrator.................................................179

                                       iv
<PAGE>

Section 8.7.   Resignation and Removal of the Trustee or Certificate
               Administrator.................................................180

Section 8.8.   Successor Trustee or Successor Certificate Administrator......182

Section 8.9.   Merger or Consolidation of Trustee or Certificate
               Administrator.................................................183

Section 8.10.  Appointment of Co-Trustee or Separate Trustee.................183

Section 8.11.  Authenticating Agent..........................................185

Section 8.12.  Appointment of Custodians.....................................185

Section 8.13.  Appointment of Fiscal Agent...................................186

Section 8.14.  Representations and Warranties of the Trustee.................188

Section 8.15.  Representations and Warranties of the Certificate
               Administrator.................................................190

                                   ARTICLE IX.

                                   TERMINATION

Section 9.1.   Termination of Trust Fund.....................................192

Section 9.2.   Procedure Upon Termination of Trust Fund......................193

Section 9.3.   Additional Trust Fund Termination Requirements................194

                                   ARTICLE X.

                       REMIC ADMINISTRATION; GRANTOR TRUST

Section 10.1.  REMIC Election................................................195

Section 10.2.  REMIC Compliance..............................................196

Section 10.3.  Imposition of Tax on the Trust Fund...........................198

Section 10.4.  Prohibited Transactions and Activities........................199

Section 10.5.  Grantor Trust Provisions......................................199

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

Section 11.1.  Counterparts..................................................200

Section 11.2.  Limitation on Rights of Certificateholders....................200

                                       v
<PAGE>

Section 11.3.  Governing Law.................................................201

Section 11.4.  Notices.......................................................201

Section 11.5.  Severability of Provisions....................................203

Section 11.6.  Notice to the Depositor, the Operating Adviser and Each
               Rating Agency.................................................203

Section 11.7.  Amendment.....................................................204

Section 11.8.  Confirmation of Intent........................................207


                             EXHIBITS AND SCHEDULES

Exhibit A-1    Form of Class A Certificates
Exhibit A-2    Form of Interest Only Certificates
Exhibit A-3    Form of publicly offered Subordinate Certificates
               (Classes B, C-1 and C-2)
Exhibit A-4    Form of privately offered Subordinate Certificates
               (Classes D through O)
Exhibit A-5    Form of Class V Certificate
Exhibit A-6    Form of Residual Certificates
Exhibit B-1    Mortgage Loan Schedule
Exhibit B-2    Form of Initial Custodian Certification
Exhibit B-3    Form of Final Custodian Certification
Exhibit C-1    Form of Transferee Affidavit for Residual Certificates
Exhibit C-2    Form of Transferor Letter for Residual Certificates
Exhibit D-1    Form of Transferor  Certificate for Transfers of Definitive
               Privately  Offered Certificates
Exhibit D-2A   Form I of Transferee  Certificate for Transfers of Definitive
               Privately Offered Certificates (QIBs)
Exhibit D-2B   Form  II of  Transferee  Certificate  for  Transfers  of
               Definitive  Privately Offered Certificates (Institutional
               Accredited Investors)
Exhibit D-3A   Form I of  Transferee  Certificate  for  Transfers of  Interests
               in  Book-Entry Privately Offered Certificates (QIBs)
Exhibit D-3B   Form II of  Transferee  Certificate  for  Transfers of Interests
               in  Book-Entry Privately Offered Certificates (Institutional
               Accredited Investors)
Exhibit E      Form of Request for Release
Exhibit F      Form of Custodial Agreement
Exhibit G      [Intentionally Omitted]
Exhibit H      Form of Monthly Distribution Statement
Exhibit I      Form of Certificate Owner Certification
Exhibit J      Form of Defeasance Certification

Schedule A     Schedule of Class X-1 Strip Rates and Class X-2 Strip Rates


                                       vi
<PAGE>


        Pooling and Servicing Agreement,  dated as of March 1,  2001  among  PNC
Mortgage Acceptance Corp., as Depositor,  Midland Loan Services, Inc., as Master
Servicer and Special Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee, and
LaSalle Bank National Association, as Certificate Administrator.


                             PRELIMINARY STATEMENT:

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

        The Depositor  intends to sell  pass-through  certificates  to be issued
hereunder in multiple  classes,  which in the aggregate will evidence the entire
beneficial  ownership  interest in the Trust Fund  consisting  primarily  of the
Mortgage  Loans. On the Closing Date, the Depositor will acquire (i) the REMIC I
Regular  Interests  and the  Class R-I  Certificates  as  consideration  for its
transfer  to the  Trust  Fund  of the  Mortgage  Loans  and the  other  property
constituting  the Trust Fund  (excluding  Deferred  Interest,  the Grantor Trust
Collection Account and the Grantor Trust Distribution  Account) described in the
definition of "REMIC I"; (ii) the REMIC II Regular  Interests and the Class R-II
Certificates as consideration  for its transfer of the REMIC I Regular Interests
to the Trust Fund;  (iii) the REMIC III  Certificates as  consideration  for its
transfer of the REMIC II Regular Interests to the Trust Fund; and (iv) the Class
V Certificates as consideration for its transfer of the Deferred Interest to the
Trust Fund. The Depositor has duly authorized the execution and delivery of this
Agreement to provide for (i) the  foregoing  and the issuance of (a) the REMIC I
Regular  Interests and the Class R-I Certificates  representing in the aggregate
the entire  beneficial  ownership of REMIC I, (b) the REMIC II Regular Interests
and the  Class  R-II  Certificates  representing  in the  aggregate  the  entire
beneficial ownership of REMIC II and (c) the REMIC III Certificates representing
in the  aggregate  the entire  beneficial  ownership  of REMIC III, and (ii) the
creation of the Grantor Trust and the issuance of the Class V Certificates.


                                     REMIC I

        As provided herein, the Certificate Administrator will make the election
described in Section 10.1 for the  segregated  pool of assets  consisting of the
Mortgage Loans and certain  related assets  (excluding  Deferred  Interest,  the
Grantor Trust Collection Account and the Grantor Trust Distribution  Account) to
be treated for federal income tax purposes as a real estate mortgage  investment
conduit (a "REMIC" and, such particular  segregated pool of assets,  "REMIC I").
The REMIC I Regular  Interests will be designated as the "regular  interests" in
REMIC I and the Class R-I  Certificates  will be designated as the sole class of
"residual interests" in REMIC I.

        A separate  uncertificated  REMIC I Regular Interest will be issued with
respect to each Mortgage Loan. Each REMIC I Regular  Interest will represent the
right to receive principal corresponding to the initial Stated Principal Balance
of a related  Mortgage Loan and interest thereon at a remittance rate calculated
as described in the  definition  of "REMIC I Remittance  Rate".  For purposes of
Treasury Regulation Section  1.860G-1(a)(4)(iii),  the "latest possible maturity
date" for each REMIC I Regular  Interest  shall be the Rated Final  Distribution
Date.  The  Class  R-I  Certificates  will  have no  principal  balances  and no
remittance rate, but will be

                                       1
<PAGE>

entitled to receive on each Distribution Date any portion of the Available Funds
for such  Distribution  Date not  otherwise  deemed  distributed  on the REMIC I
Regular Interests.


                                    REMIC II

        As provided herein, the Certificate Administrator will make the election
described in Section 10.1 for the  segregated  pool of assets  consisting of the
REMIC I Regular  Interests  to be treated for federal  income tax  purposes as a
separate  REMIC  (such  particular  pool of assets,  "REMIC  II").  The REMIC II
Regular Interests will be designated as representing the "regular  interests" in
REMIC II and the Class R-II  Certificates will be designated as representing the
sole  class  of  "residual  interests"  in REMIC II for  purposes  of the  REMIC
Provisions.

        Seventeen separate  uncertificated classes of REMIC II Regular Interests
will be issued and are  designated  as the "regular  interests" in REMIC II. The
following   table   irrevocably   sets  forth  the   designation   and   initial
Uncertificated Principal Balance for each REMIC II Regular Interest.


                           REMIC II Regular Interests

          ---------------------------------- ---------------------------------
                                                  Initial Uncertificated
                     Designation                    Principal Balance
          ---------------------------------- ---------------------------------
                Class A-1-II Interest                  $146,701,000
          ---------------------------------- ---------------------------------
               Class A-2A-II Interest                  $107,017,559
          ---------------------------------- ---------------------------------
               Class A-2B-II Interest                  $453,763,441
          ---------------------------------- ---------------------------------
                 Class B-II Interest                    $33,060,000
          ---------------------------------- ---------------------------------
                Class C-1-II Interest                   $18,856,000
          ---------------------------------- ---------------------------------
                Class C-2-II Interest                   $12,000,000
          ---------------------------------- ---------------------------------
                 Class D-II Interest                    $11,020,000
          ---------------------------------- ---------------------------------
                 Class E-II Interest                     $8,816,000
          ---------------------------------- ---------------------------------
                 Class F-II Interest                    $13,224,000
          ---------------------------------- ---------------------------------
                 Class G-II Interest                     $7,714,000
          ---------------------------------- ---------------------------------
                 Class H-II Interest                    $16,530,000
          ---------------------------------- ---------------------------------
                 Class J-II Interest                    $14,326,000
          ---------------------------------- ---------------------------------
                 Class K-II Interest                     $5,510,000
          ---------------------------------- ---------------------------------
                 Class L-II Interest                     $8,816,000
          ---------------------------------- ---------------------------------
                 Class M-II Interest                     $4,408,000
          ---------------------------------- ---------------------------------
                 Class N-II Interest                     $2,204,000
          ---------------------------------- ---------------------------------
                 Class O-II Interest                    $17,632,223
          ---------------------------------- ---------------------------------


                                       2
<PAGE>


        For purposes of Treasury  Regulation  Section  1.860G-1(a)(4)(iii),  the
"latest  possible  maturity date" of each REMIC II Regular Interest shall be the
Rated Final Distribution Date. The Class R-II Certificate will have no scheduled
principal  balance and no pass-through  rate, but will be entitled to receive on
each  Distribution Date any portion of the Available Funds for REMIC II for such
Distribution  Date not  otherwise  deemed  distributed  on the REMIC II  Regular
Interests.

                                    REMIC III

        As provided herein, the Certificate Administrator will make the election
described in Section 10.1 for the segregated pool of assets hereof consisting of
the REMIC II Regular  Interests to be treated for federal income tax purposes as
a separate REMIC (such  particular pool of assets,  "REMIC III").  The REMIC III
Regular  Certificates will be designated as representing the "regular interests"
in REMIC III and the Class R-III Certificates will be designated as representing
the sole class of  "residual  interests"  in REMIC III for purposes of the REMIC
Provisions.

        Twenty  separate  Classes  of REMIC  III  Regular  Certificates  will be
issued. The following table irrevocably sets forth the designation,  the initial
pass-through  rate and the initial  aggregate  certificate  principal balance or
notional amount for each Class of REMIC III Regular Certificates.

                                       3

<PAGE>
                         REMIC III Regular Certificates


                                                   Initial Aggregate Certificate
Designation         Initial Pass-Through Rate(1)     Balance or Notional Amount

 Class A-1                  5.91000%                          $146,701,000
 Class A-2                  6.36000%                          $560,781,000
 Class X-1                  0.70886%                         $ 409,943,173(2)
 Class X-2                  1.47795%                         $ 249,944,680(2)
 Class X                    1.60998%                         $ 471,655,049(2)
 Class B                    6.58000%                           $33,060,000
 Class C-1                  6.80000%                           $18,856,000
 Class C-2                  2.57000%                           $12,000,000
 Class C-2X                 4.23000%                           $12,000,000(2)
 Class D                    6.93000%                           $11,020,000
 Class E                    6.58947%                            $8,816,000
 Class F                    7.14947%                           $13,224,000
 Class G                    6.91947%                            $7,714,000
 Class H                    5.91000%                           $16,530,000
 Class J                    5.91000%                           $14,326,000
 Class K                    5.91000%                            $5,510,000
 Class L                    5.91000%                            $8,816,000
 Class M                    5.91000%                            $4,408,000
 Class N                    5.91000%                            $2,204,000
 Class O                    5.91000%                           $17,632,223


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

     (2) Notional Amount.

        For purposes of Treasury  Regulation  Section  1.860G-1(a)(4)(iii),  the
"latest possible maturity date" of each Class of REMIC III Regular  Certificates
shall be the Rated Final  Distribution  Date. The Class R-III  Certificates will
have no principal  balances and no  pass-through  rate,  but will be entitled to
receive on each  Distribution  Date any portion of the Available Funds for REMIC
III for such Distribution Date not otherwise deemed distributed on the REMIC III
Regular Certificates.

        The Certificate Balance of any Class of Certificates  outstanding at any
time represents the maximum amount which holders thereof are entitled to receive
as distributions allocable to principal from the cash flow on the Mortgage Loans
and the other assets in the Trust Fund.

                                       4
<PAGE>

        As of the Cut-off  Date,  the Mortgage  Loans have an  aggregate  Stated
Principal Balance equal to approximately $881,598,223.


                                  GRANTOR TRUST

        The  parties  intend  that the  Deferred  Interest,  the  Grantor  Trust
Collection Account and the Grantor Trust Distribution Account will be treated as
a  grantor  trust  under  Subpart E of Part 1 of  Subchapter  J of the Code (the
"Grantor  Trust"),  and  that  the  Class  V  Certificates  represent  undivided
beneficial interests in specified portions of the Deferred Interest, the Grantor
Trust Collection Account and the Grantor Trust Distribution  Account. The assets
of the Grantor Trust are excluded from the REMICs.

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


                                   ARTICLE I.

                                   Definition

Section 1.1.   Defined Terms.
               -------------

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

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

        "1934 Act":  The  Securities  Exchange Act of 1934, as it may be amended
 from time to time.

        "Accrued Certificate  Interest":  With respect to any Class of REMIC III
Regular  Certificates  (other than the Interest Only  Certificates and the Class
A-2  Certificates)  for any  Distribution  Date,  the amount of interest for the
applicable  Interest Accrual Period accrued at the applicable  Pass-Through Rate
on the aggregate  Certificate  Balance of such Class of  Certificates  as of the
close of business  on the  preceding  Distribution  Date (or, in the case of the
first  Distribution Date, as of the Closing Date). With respect to the Class A-2
Certificates  for any  Distribution  Date, the sum of (x) the amount of interest
for the applicable  Interest Accrual Period accrued at the Pass-Through Rate for
the Class A-2A Component on the Certificate  Balance of such Component as of the
close of business  on the  preceding  Distribution  Date (or, in the case of the
first  Distribution Date, as of the Closing Date) and (y) the amount of interest
accrued for the applicable  Interest  Accrual Period accrued at the Pass-Through
Rate for the Class A-2B Component on the  Certificate  Balance of such Component
as of the close of business on the preceding  Distribution Date (or, in the case
of the first  Distribution  Date, as of the Closing Date).  Accrued  Certificate
Interest on the Class X-1 Certificates for each Distribution Date will equal

                                       5
<PAGE>

the Class X-1 Interest  Amount.  Accrued  Certificate  Interest on the Class X-2
Certificates  for each  Distribution  Date will  equal  the  Class X-2  Interest
Amount.  Accrued  Certificate  Interest  on the  Class X  Certificates  for each
Distribution  Date will equal the Class X Interest Amount.  Accrued  Certificate
Interest on the Class C-2X  Certificates for each  Distribution  Date will equal
the Class C-2X Interest Amount. The Accrued  Certificate  Interest in respect of
each Class of REMIC III Regular  Certificates for each  Distribution  Date shall
accrue on the basis of a 360-day year consisting of twelve 30-day months.

        "Actual/360  Basis": The accrual of interest  calculated on the basis of
the actual number of days elapsed during any calendar month in a year assumed to
consist of 360 days.

        "Additional Trust Fund Expense": Any of the following items: (a) Special
Servicer Fees,  Disposition  Fees and Workout Fees; (b) Advance Interest Amounts
not paid out of Default  Interest or late payment charges or late fees as and to
the extent provided herein;  (c) amounts paid by the Trust Fund to indemnify the
Depositor,  the Master Servicer,  the Special Servicer,  the Trustee, any Fiscal
Agent or any other Person  pursuant to the terms of this  Agreement;  (d) to the
extent not covered by  indemnification by one of the parties hereto or paid by a
source other than the Trust Fund,  any federal,  state or local taxes imposed on
the  Trust  Fund or any of its  assets  or  transactions;  (e)  the  cost of all
Opinions of Counsel required or permitted hereunder to be obtained in connection
with the  servicing of the Mortgage  Loans and the  administration  of the Trust
Fund and not otherwise  required hereunder to be paid by a source other than the
Trust  Fund or  Advanced  as a  Servicing  Advance;  and (f) to the  extent  not
included   in  the   calculation   of  a  Realized   Loss  and  not  covered  by
indemnification   by  one  of  the  parties  hereto  or  otherwise,   any  other
unanticipated cost, liability, or expense of the Trust Fund which the Trust Fund
has not recovered,  and in the judgment of the Master  Servicer (or, in the case
of a Specially  Serviced  Mortgage Loan, the Special Servicer) will not recover,
from the related Borrower or Mortgaged Property or otherwise.

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

        "Advance Interest  Amount":  The sum, for all Mortgage Loans as to which
any Advance remains unreimbursed, of all interest at the related Advance Rate on
the amount of each and every P&I  Advance  and  Servicing  Advance for which the
Master  Servicer,  the Special  Servicer,  the Trustee or any Fiscal  Agent,  as
applicable, has not been paid or reimbursed for the number of days from the date
on which each such Advance was made or, if interest has been  previously paid on
such Advance, from the date on which interest was last paid, through the date of
payment or  reimbursement  of the  related  Advance  (which in no event shall be
later  than  the  Determination  Date  following  the date on  which  funds  are
available to reimburse such Advance with interest  thereon at the Advance Rate);
provided, however, that neither the Master Servicer nor any other party shall be
entitled to interest  accrued on the amount of any P&I Advance  with  respect to
any Mortgage Loan, (1) for the period commencing on the date of such P&I Advance
and  ending on the day on which  the  grace  period  applicable  to the  related
Borrower's  obligation to make the related Monthly  Payment expires  pursuant to
the related  Mortgage Loan  Documents or (2) if the related  Monthly  Payment is
received by the Master Servicer on or prior to the Remittance  Date  immediately
following the Due Date for such Monthly Payment.

                                       6
<PAGE>

        "Advance  Rate":  A per annum rate equal to the Prime Rate (as published
in The  Wall  Street  Journal,  or,  if The Wall  Street  Journal  is no  longer
published,   such  other  publication   determined  by  the  Trustee  (with  the
concurrence of the Master  Servicer) in its reasonable  discretion  from time to
time).

        "Adverse  Grantor Trust Event":  Either (i) any impairment of the status
of the Grantor Trust as a grantor trust or (ii) the imposition of a tax upon the
Grantor Trust or any of its assets or transactions.

        "Adverse REMIC Event":  As defined in Section 10.2(d).

        "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.  The Trustee may obtain
and  rely on an  Officer's  Certificate  of the  Master  Servicer,  the  Special
Servicer or the  Depositor  to  determine  whether any Person is an Affiliate of
such party.

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

        "Applicable Monthly Payment":  As defined in Section 4.5(a).

        "Applicant":  As defined in Section 5.6(a).

        "Appraisal  Reduction  Event":  With respect to each Mortgage  Loan, the
occurrence of the earliest of the following dates: (i) the third  anniversary of
the date on which an extension of the maturity  date of a Mortgage  Loan becomes
effective as a result of a  modification  of such  Mortgage  Loan by the Special
Servicer,  which extension does not change the amount of Monthly Payments on the
Mortgage Loan, (ii) 90 days after an uncured  delinquency occurs in respect of a
Mortgage  Loan,  (iii) 30 days after a receiver has been  appointed or after the
commencement of an involuntary bankruptcy  proceeding,  (iv) immediately after a
borrower declares bankruptcy,  and (v) immediately after a Mortgage Loan becomes
an REO Mortgage Loan. The Special  Servicer shall notify the Master Servicer and
the Master Servicer shall notify the Special Servicer,  as applicable,  promptly
upon receiving notice of the occurrence of any of the foregoing events.

        "Appraisal  Reduction":  For any Mortgage Loan as to which any Appraisal
Reduction  Event has  occurred,  an amount equal to (a) the  outstanding  Stated
Principal  Balance  of such  Mortgage  Loan as of the  last  day of the  related
Collection  Period less (b) the excess, if any, of (i) 90% of the sum of (x) the
appraised  or otherwise  estimated  value of the related  Mortgaged  Property or
Properties as  determined  in  accordance  with Section 3.23 (the costs of which
shall be paid by the Master Servicer as an Advance),  plus (y) the amount of all
reserves and escrows that are pledged as collateral for the Mortgage Loan (other
than those for taxes and  insurance),  but

                                       7
<PAGE>

only to the extent that such amounts are not taken into  account in  determining
the appraised or otherwise estimated value of the Mortgaged Property,  over (ii)
the sum of (A) to the extent not previously advanced by the Master Servicer, the
Trustee or any Fiscal Agent,  all unpaid  interest on the  principal  balance of
such  Mortgage  Loan at a per annum rate  equal to the  Mortgage  Rate,  (B) all
unreimbursed  Advances  and  interest  thereon at the Advance Rate in respect of
such  Mortgage  Loan,  (C) all  currently  due and unpaid real estate  taxes and
assessments  and  insurance  premiums  and  all  other  amounts,  including,  if
applicable,  ground rents,  due and unpaid under the Mortgage Loan (which taxes,
premiums and other  amounts have not been escrowed or the subject of an Advance)
and (D) unpaid compensation owed to the Special Servicer. An Appraisal Reduction
will be eliminated  (i) upon payment in full or liquidation of any Mortgage Loan
for which an Appraisal  Reduction  has been  determined  or (ii) if the Mortgage
Loan is no longer a Specially Serviced Mortgage Loan.

        "Asset Status Report":  As defined in Section 3.24(e).

        "Assignment of Leases, Rents and Profits": With respect to any Mortgaged
Property,  any  assignment  of leases,  rents and  profits or similar  agreement
executed by the Borrower,  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 by the Borrower,  as amended,  modified,  renewed or
extended through the date hereof and from time to time hereafter.

        "Assignment of Mortgage":  An assignment of mortgage  without  recourse,
notice of  transfer or  equivalent  instrument,  in  recordable  form,  which is
sufficient  under the laws of the  jurisdiction  in which the related  Mortgaged
Property is located to reflect of record the sale of the related Mortgage, which
assignment,  notice of transfer or equivalent  instrument  may be in the form of
one  or  more  blanket  assignments  covering  Mortgages  encumbering  Mortgaged
Properties located in the same jurisdiction,  if permitted by law and acceptable
for recording;  provided,  however,  that none of the Trustee, any Fiscal Agent,
the applicable Custodian, the Certificate Administrator, the Special Servicer or
the Master Servicer shall be responsible for determining  whether any assignment
is legally sufficient or in recordable form.

        "Assumed Monthly  Payment":  (a) With respect to any Balloon Loan (other
than a Balloon Loan that has become a REO Mortgage  Loan) for its Maturity  Date
(provided  that  such  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 Maturity Date occurs) and for any subsequent Due
Date therefor as of which such Mortgage Loan remains outstanding and part of the
Trust Fund, if no Monthly  Payment  (other than the related  delinquent  Balloon
Payment) is otherwise due for such Due Date,  the scheduled  monthly  payment of
principal  and/or interest deemed to be due in respect thereof for such Due Date
equal to the Monthly Payment (other than any related delinquent Balloon Payment)
that would have been due in respect of such Mortgage Loan on such Due Date if it
had been required to continue to accrue  interest in accordance  with its terms,
and to pay principal in accordance with the  amortization  schedule (if any), in
effect  immediately  prior to, and without regard to the occurrence of, its most
recent  scheduled  Maturity Date; and (b) with respect to any REO Mortgage Loan,
for any Due

                                       8
<PAGE>

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 clause (a) of this definition,  the
Assumed  Monthly  Payment) that was due in respect of the subject  Mortgage Loan
for the last Due Date prior to its becoming an REO Mortgage Loan.

        "Authenticating   Agent":  Any  authenticating  agent  appointed  by the
Certificate Administrator pursuant to Section 8.11.

        "Available Funds":  Subject to Section 9.2(b), (x) with respect to REMIC
I and each Distribution Date, (a) the Master Servicer  Remittance  Amount,  plus
(b) if the  Distribution  Date occurs  during  March of any year,  the  Interest
Reserve Amounts in the Interest  Reserve  Account;  less (c) if the Distribution
Date occurs  during  February of any year or January of any non-leap  year,  the
Interest  Reserve Amounts for the Interest  Reserve Loans to be deposited in the
Interest Reserve Account;

(y) with  respect to REMIC II and any  Distribution  Date,  all  amounts  deemed
distributed  on the REMIC I Regular  Interests  out of the  Available  Funds for
REMIC I for such Distribution Date; and

(z) with  respect to REMIC III and any  Distribution  Date,  all amounts  deemed
distributed  on the REMIC II Regular  Interests out of the  Available  Funds for
REMIC II for such Distribution Date.

        "Balloon  Loan": A Mortgage Loan which provides for monthly  payments of
principal  based on an  amortization  schedule  longer than its remaining  term,
thereby leaving  substantial  principal  amounts due and payable on its Maturity
Date.

        "Balloon  Payment":  With respect to each Balloon  Loan,  the  scheduled
payment of principal  and interest due on the Maturity Date of such Balloon Loan
which,  pursuant to the related Note, is equal to the entire remaining principal
balance of such Balloon Loan, plus accrued interest thereon.

          "Borrower":  With respect to each  Mortgage  Loan,  any obligor on any
related Note.


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

        "Business  Day":  Any day other  than a  Saturday,  a Sunday or a day on
which banking  institutions in New York,  Pennsylvania,  Illinois and Minnesota,
either of the  cities in which  the  primary  servicing  offices  of the  Master
Servicer  or the Special  Servicer  are located or either of the cities in which
the offices of the Trustee or the  Certificate  Administrator  are located,  are
authorized or obligated by law or executive order to remain closed.

        "Cash  Deposit":  An amount equal to all cash  payments of principal and
interest  received by the applicable Seller in respect of the Mortgage Loans two
or more  Business Days prior to

                                       9
<PAGE>


the  Closing  Date  which  are  due  after  the  Cut-off  Date,   plus  (without
duplication) with respect to the Newly Originated Mortgage Loans an amount equal
to 31 days interest on such Mortgage Loan computed on the basis of such Mortgage
Loan's Mortgage Rate and Cut-off Date principal  balance,  which amount is to be
deposited in the Collection Account by the Depositor pursuant to Section 2.1.

        "Certificate":  Any Class A-1, Class A-2, Class X, Class X-1, Class X-2,
Class B, Class C-1, Class C-2,  Class C-2X,  Class D, Class E, Class F, Class G,
Class H,  Class J,  Class K,  Class L, Class M, Class N, Class O, Class V, Class
R-I, Class R-II or Class R-III Certificate  issued,  authenticated and delivered
hereunder.

         "Certificate Administrator":LaSalle Bank, National  Association, in its
capacity as  certificate  administrator,  or its  successor in interest,  or any
successor certificate administrator appointed as herein provided.

        "Certificate  Administrator Fee": The portion of the Trustee Fee payable
to the Certificate  Administrator pursuant to the terms hereof calculated at the
Certificate Administrator Fee Rate of 0.0019% per annum.

        "Certificate Administrator Report":  As defined in Section 4.4(a)(i).

        "Certificate  Balance":  With respect to: (i) all of the Certificates of
any  Class of REMIC III  Regular  Certificates  (other  than the  Interest  Only
Certificates) (a) on or prior to the first Distribution Date, an amount equal to
the aggregate  initial  Certificate  Balance of such Class,  as specified in the
Preliminary  Statement hereto, and (b) as of any date of determination after the
first Distribution  Date, the Certificate  Balance of such Class of Certificates
on the Distribution Date immediately prior to such date of determination,  after
application of the  distributions  of principal made thereon,  and allocation of
the Realized Losses and Expense Losses made thereto,  on such prior Distribution
Date;  and (ii) any  particular  REMIC III  Regular  Certificate  (other than an
Interest Only  Certificate),  (a) on or prior to the first Distribution Date, an
amount equal to the initial  Certificate  Balance  reflected on the face of such
Certificate,   and  (b)  as  of  any  date  of  determination  after  the  first
Distribution   Date,  the  Certificate   Balance  of  such  Certificate  on  the
Distribution  Date  immediately  prior  to  such  date of  determination,  after
application of the  distributions  of principal made thereon,  and allocation of
the Realized Losses and Expense Losses made thereto,  on such prior Distribution
Date. The Interest Only Certificates have no Certificate Balance.

        "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  Securities  Depository  or on  the  books  of a  Securities  Depository
Participant  or on the books of an  indirect  participating  brokerage  firm for
which a Securities Depository Participant acts as agent.

        "Certificate   Register"  and  "Certificate   Registrar":  The  register
maintained and the registrar appointed pursuant to Section 5.2(a).

                                       10
<PAGE>


        "Certificate  Purchase Agreement":  The Certificate  Purchase  Agreement
dated March 26, 2001 between Morgan Stanley & Co.  Incorporated  and PNC Capital
Markets, Inc., as the initial purchasers, the Depositor and PNC.

        "Certificateholder":  With  respect  to any  Certificate,  the Person in
whose name such Certificate is registered in the Certificate Register; provided,
however, that, except to the extent provided in the next proviso, solely for the
purpose of giving any consent or taking any action  pursuant to this  Agreement,
any Certificate  beneficially owned by the Depositor,  the Master Servicer,  the
Special Servicer,  the Trustee,  the Certificate  Administrator,  a Manager of a
Mortgaged  Property,  a Borrower or any Person known to a Responsible Officer of
the Certificate Registrar to be an Affiliate of the Depositor,  the Trustee, the
Certificate Administrator,  the Master Servicer or the Special Servicer shall be
deemed not to be outstanding and the Voting Rights to which it is entitled shall
not be taken into account in  determining  whether the  requisite  percentage of
Voting  Rights  necessary to effect any such consent or take any such action has
been  obtained;  provided,  however,  that (i) for  purposes  of  obtaining  any
consent,  approval,  direction or waiver of Certificateholders  pursuant to this
Agreement,  any  Certificates  beneficially  owned by the Master Servicer or the
Special  Servicer or an  Affiliate  thereof  shall be deemed to be  outstanding,
provided, that, such consent,  approval,  direction or waiver does not relate to
compensation  of the Master  Servicer  or the  Special  Servicer  or benefit the
Master  Servicer  or the  Special  Servicer  (in its  capacity  as  such) or any
Affiliate  thereof (other than solely in its capacity as  Certificateholder)  in
any material  respect,  in which case such Certificate shall be deemed not to be
outstanding; (ii) for purposes of obtaining the consent of Certificateholders to
any  action  proposed  to be taken by the  Special  Servicer  with  respect to a
Specially  Serviced  Mortgage Loan, any Certificates  beneficially  owned by the
Master Servicer, the Special Servicer or an Affiliate thereof shall be deemed to
be outstanding  notwithstanding  clause (i) above; and (iii) for any election of
the  Operating  Adviser or the  appointment  or  removal  of a Special  Servicer
pursuant to Section 3.27(e),  any Certificates  beneficially owned by the Master
Servicer,  the Special  Servicer or an Affiliate  thereof  shall be deemed to be
outstanding.  For purposes of obtaining the consent of Certificateholders to any
action with respect to a particular  Mortgage  Loan  proposed to be taken by the
Master Servicer or Special Servicer, any Certificates  beneficially owned by the
Affiliates of the related  Borrower,  the related Manager,  or Affiliates of the
related Manager shall not be deemed to be outstanding.

        The Certificate  Registrar shall be entitled to request and conclusively
rely upon a certificate  of the  Depositor,  the Master  Servicer or the Special
Servicer in determining  whether a Certificate is registered in the name of such
Person  or is  beneficially  owned by such  Person.  All  references  herein  to
"Certificateholders" or "Holders" shall reflect the rights of Certificate Owners
only insofar as they may indirectly  exercise such rights through the Securities
Depository  and the  Securities  Depository  Participants  (except as  otherwise
specified  herein),  it being  herein  acknowledged  and agreed that the parties
hereto shall be required to recognize as a "Certificateholder"  or "Holder" only
the  Person  in  whose  name a  Certificate  is  registered  in the  Certificate
Register.

        Notwithstanding  the  foregoing,  solely for  purposes of  providing  or
distributing any reports,  statements or other information required or permitted
to be provided  to a

                                       11
<PAGE>


Certificateholder  hereunder, a Certificateholder  shall include any Certificate
Owner,  or  any  Person  identified  by a  Certificate  Owner  as a  prospective
transferee of a Certificate  beneficially  owned by such  Certificate  Owner but
only if the Certificate  Administrator  or another party hereto  furnishing such
report,  statement or information has been provided with the name and address of
the Certificate  Owner of the related  Certificate or the Person identified as a
prospective  transferee  thereof  by the  Depositor  or a  Certificateholder  or
Certificate  Owner.  For purposes of the foregoing,  the  Depositor,  the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator,  the
Paying Agent or other such Person may rely, without limitation, on a participant
listing from the Securities  Depository or statements  that on their face appear
to be statements from a participant in the Securities  Depository to such Person
indicating that such Person beneficially owns Certificates.

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

        "Class A  Certificates":  The  Class  A-1  Certificates  and  Class  A-2
Certificates, collectively.

        "Class A-1  Certificate":  Any one of the  Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-1
hereto.

        "Class A-2  Certificate":  Any one of the  Certificates  executed by the
Certificate Administrator  authenticated by the Certificate Administrator or the
Authenticating Agent in substantially the form set forth in Exhibit A-1 hereto.

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

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

        "Class  B  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-3
hereto.

       "Class C Certificates":The Class C-1 Certificates, Class C-2 Certificates
and Class C-2X Certificates, collectively.

        "Class C-1  Certificate":  Any one of the  Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-3
hereto.

                                       12
<PAGE>

        "Class C-2  Certificate":  Any one of the  Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-3
hereto.

        "Class C-2X  Certificate":  Any one of the Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-2
hereto.

        "Class C-2X Interest Amount": With respect to any Distribution Date, the
amount of interest for the  applicable  Interest  Accrual  Period accrued at the
Class C-2X  Pass-Through  Rate on the aggregate Class C-2X Notional Amount as of
the close of business on the preceding Distribution Date (or, in the case of the
first Distribution Date, as of the Closing Date).

        "Class C-2X Notional Amount": With respect to any Distribution Date, the
aggregate  Certificate  Balance of the Class C-2 Certificates as of the close of
business  on the  related  Distribution  Date  (or,  in the  case  of the  first
Distribution Date, as of the Closing Date).

        "Class  D  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  E  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  F  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  G  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  H  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  Interest  Shortfall":  With  respect  to any  Class of REMIC III
Regular  Certificates and any Distribution Date (except the initial Distribution
Date,  with respect to which the Class  Interest  Shortfall  for each such Class
will equal  zero),  the  excess,  if any, of (i) all  Distributable  Certificate
Interest in respect of such Class of Certificates for the immediately  preceding
Distribution  Date, over (ii) all  distributions  of  Distributable  Certificate
Interest  made with  respect to such Class of  Certificates  on the  immediately
preceding Distribution Date pursuant to Section 4.3.

                                       13
<PAGE>

        "Class  J  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  K  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  L  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  M  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  N  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class  O  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-4
hereto.

        "Class R-I  Certificate":  Any  Certificate  executed by the Certificate
Administrator  and  authenticated  by  the  Certificate   Administrator  or  the
Authenticating  Agent in substantially the form set forth in Exhibit A-6 hereto.
The Class R-I Certificates  have no Pass-Through  Rate,  Certificate  Balance or
Notional Amount.

        "Class R-II  Certificate":  Any Certificate  executed by the Certificate
Administrator  and  authenticated  by  the  Certificate   Administrator  or  the
Authenticating  Agent on behalf of the Depositor in  substantially  the form set
forth in Exhibit A-6 hereto.  The Class R-II  Certificates  have no Pass-Through
Rate, Certificate Balance or Notional Amount.

        "Class R-III Certificate":  Any Certificate  executed by the Certificate
Administrator  and  authenticated  by  the  Certificate   Administrator  or  the
Authenticating  Agent in substantially the form set forth in Exhibit A-6 hereto.
The Class R-III Certificates have no Pass-Through Rate,  Certificate  Balance or
Notional Amount.

        "Class V  Certificates":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
Authenticating  Agent in substantially  the form set forth in Exhibit A-5 hereto
and entitled to the  distributions  payable thereto pursuant to Section 4.7. The
Class V Certificates have no Pass-Through Rate,  Certificate Balance or Notional
Amount.  The Class V Certificates  represent a beneficial  ownership interest in
the Grantor Trust Assets.

                                       14
<PAGE>

        "Class  X  Certificate":  Any one of the  Certificates  executed  by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-2
hereto.

        "Class X Interest Amount": With respect to any Distribution Date and the
related  Interest  Accrual  Period,  interest  equal to the product of (i) a per
annum rate  equal to the  weighted  average  of the Class X Strip  Rates for the
Class A-1 Certificates,  Class A-2 Certificates, Class B Certificates, Class C-1
Certificates,   Class  C-2   Certificates,   Class  D   Certificates,   Class  E
Certificates,  Class F Certificates, Class G Certificates, Class H Certificates,
Class J  Certificates,  Class K  Certificates,  Class  L  Certificates,  Class M
Certificates,  Class N Certificates  and Class O  Certificates,  weighted on the
basis of the respective Certificate Balances of such Classes of Certificates and
(ii) the Class X Notional Amount for such Distribution Date.

        "Class X Notional Amount":  With respect to any Distribution Date, 53.5%
of  the  aggregate  of  the  Certificate   Balances  of  the  Principal  Balance
Certificates as of the close of business on the related  Distribution  Date (or,
in the case of the first Distribution Date, as of the Closing Date).

        "Class X Strip Rate": For any Distribution Date, with respect to (a) any
Class of REMIC III Regular  Certificates  (other than the Class C-2 Certificates
and the Interest  Only  Certificates),  the excess,  if any, of (i) the REMIC II
Remittance Rate for such  Distribution  Date over (ii) the Pass-Through Rate for
such Class of Certificates,  and (b) the Class C-2 Certificates,  the excess, if
any, of (i) the REMIC II Remittance  Rate for such  Distribution  Date over (ii)
sum of the Pass-Through Rate for the Class C-2 and Class C-2X Certificates,  but
in no event shall the Class X Strip Rate be less than zero.

        "Class X-1  Certificate":  Any one of the  Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-2
hereto.

        "Class X-1 Interest  Amount":  With respect to any Distribution Date and
the related Interest Accrual Period,  interest equal to the product of (i) a per
annum rate equal to the  weighted  average of the Class X-1 Strip  Rates for the
Class A-1  Certificates,  Class A-2A Component,  Class A-2B  Component,  Class B
Certificates,   Class  C-1  Certificates,   Class  C-2  Certificates,   Class  D
Certificates,  Class E Certificates, Class F Certificates, Class G Certificates,
Class H  Certificates,  Class J  Certificates,  Class  K  Certificates,  Class L
Certificates,   Class  M  Certificates,   Class  N  Certificates   and  Class  O
Certificates,  weighted on the basis of the respective  Certificate  Balances of
such Classes of  Certificates or such Components and (ii) the Class X-1 Notional
Amount for such Distribution Date.

        "Class X-1  Notional  Amount":  With respect to any  Distribution  Date,
46.5% of the  aggregate of the  Certificate  Balances of the  Principal  Balance
Certificates as of the close of business on the related  Distribution  Date (or,
in the case of the first Distribution Date, as of the Closing Date).

                                       15
<PAGE>

        "Class X-1 Strip Rate": For any  Distribution  Date, with respect to any
Class of REMIC III Regular  Certificates  (other than the Class A-2 Certificates
and the Interest Only Certificates), the Class A-2A Component and the Class A-2B
Component,  the  excess,  if any, of (i) the REMIC II  Remittance  Rate for such
Distribution Date over (ii) (x) in the case of the Class A-1 Certificates, Class
A-2A   Component,   Class  F  Certificates,   Class  G  Certificates,   Class  H
Certificates,  Class J Certificates, Class K Certificates, Class L Certificates,
Class M  Certificates,  Class N  Certificates  and  Class  O  Certificates,  the
Pass-Through  Rate for such Class of Certificates or such Component,  (y) in the
case of the Class A-2B Component, Class B Certificates,  Class C-1 Certificates,
Class D Certificates  and Class E Certificates,  (I) for any  Distribution  Date
occurring on or before the  Distribution  Date in March 2008, the rate per annum
corresponding  to such  Distribution  Date as set forth in  Schedule  A attached
hereto and (II) for any Distribution  Date occurring after the Distribution Date
in March 2008,  the  Pass-Through  Rate for such Class of  Certificates  or such
Component  and  (z) in the  case  of the  Class  C-2  Certificates,  (I) for any
Distribution  Date occurring on or before the  Distribution  Date in March 2008,
the rate per  annum  corresponding  to such  Distribution  Date as set  forth in
Schedule A attached  hereto and (II) for any  Distribution  Date occurring after
the Distribution  Date in March 2008, the sum of the Pass-Through  Rates for the
Class C-2 and Class C-2X Certificates, but in no event shall the Class X-1 Strip
Rate be less than zero.

        "Class X-2  Certificate":  Any one of the  Certificates  executed by the
Certificate  Administrator and authenticated by the Certificate Administrator or
the  Authenticating  Agent in  substantially  the form set forth in Exhibit  A-2
hereto.

         "Class X-2 Interest Amount":  With respect to any Distribution Date and
the related Interest Accrual Period,  interest equal to the product of (i) a per
annum rate equal to the  weighted  average of the Class X-2 Strip  Rates for the
Class A-2B Component,  Class B Certificates,  Class C-1 Certificates,  Class C-2
Certificates,  Class D Certificates  and Class E  Certificates,  weighted on the
basis of the respective  Certificate Balances of such Classes of Certificates or
such  Component  and (ii) the Class X-2  Notional  Amount for such  Distribution
Date.

        "Class X-2 Notional  Amount":  (i) with respect to any Distribution Date
occurring  on or  before  the  Distribution  Date in  March  2008,  46.5% of the
aggregate of the Certificate  Balances of the Class A-2B Component and the Class
B, Class C-1,  Class C-2,  Class D and Class E  Certificates  as of the close of
business  on the  preceding  Distribution  Date  (or,  in the case of the  first
Distribution  Date,  as of the  Closing  Date)  and  (ii)  with  respect  to any
Distribution Date occurring after the Distribution Date in March 2008, zero.

        "Class X-2 Strip Rate": For any  Distribution  Date, with respect to (a)
the Class A-2B Component, Class B Certificates,  Class C-1 Certificates, Class D
Certificates  and  Class E  Certificates,  the  lesser of (i) the rate per annum
corresponding  to such  Distribution  Date as set forth in  Schedule  A attached
hereto and (ii) the REMIC II Remittance  Rate for such  Distribution  Date minus
the Pass-Through  Rate for such Component or such Class of Certificates for such
Distribution  Date,  and (b) the Class C-2  Certificates,  the lesser of (i) the
rate per annum  corresponding to such Distribution Date as set forth in Schedule
A attached  hereto and (ii) the REMIC II Remittance  Rate for such  Distribution
Date  minus the sum of the  Pass-Through  Rates

                                       16
<PAGE>

for the Class C-2 and Class C-2X Certificates for such Distribution Date, but in
no event will any Class X-2 Strip Rate be less than zero.

        "Closing Date":  March 30, 2001.

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

        "CMSA IRP": The collection of reports specified by the CMSA from time to
time as the "CMSA Investor Reporting Package".  As of the Start-up Day, the CMSA
IRP  contains six  electronic  files ((1) Loan Set-up  File,  (2) Loan  Periodic
Update File, (3) Property File, (4) Bond Level File, (5) Collateral Summary File
and (6) Financial File) and eight surveillance reports ((1) Servicer Watch List,
(2)  Delinquent  Loan Status  Report,  (3) REO Status  Report,  (4)  Comparative
Financial Status Report, (5) Historical Loan Modification Report, (6) Historical
Liquidation  Report,  (7)  Operating  Statement  Analysis  Report  and  (8)  NOI
Adjustment  Worksheet).  The CMSA IRP shall be substantially in the form of, and
containing the information  called for in, the  downloadable  forms of the "CMSA
IRP"  available as of the Closing Date on the CMSA  Website,  or such other form
for  the  presentation  of  such  information  and  containing  such  additional
information  as may from time to time be  recommended by the CMSA for commercial
mortgage-backed  securities  transactions  generally and, insofar as it requires
the  presentation  of  information in addition to that called for by the form of
the  "CMSA  IRP"  available  as of the  Closing  Date on the  CMSA  Website,  is
reasonably  acceptable  to  the  Master  Servicer,  the  Special  Servicer,  the
Certificate Administrator and the Trustee. For the purposes of the production of
the  Comparative  Financial  Status Report by the Master Servicer or the Special
Servicer of any such report that is required to state information for any period
prior to the Cut-off Date, the Master Servicer or the Special  Servicer,  as the
case may be, may conclusively rely (without  independent  verification),  absent
manifest  error,  on information  provided to it by the Seller or by the related
Borrower or (x) in the case of such a report produced by the Master Servicer, by
the Special Servicer (if other than the Master Servicer or an Affiliate thereof)
and (y) in the case of such a report  produced by the Special  Servicer,  by the
Master Servicer (if other than the Special Servicer or an Affiliate thereof).

                                       17
<PAGE>

        "CMSA Website":  The CMSA's Website located,  as of the Closing Date, at
"www.cmbs.org".

        "Code": The Internal Revenue Code of 1986, as amended from time to time,
any successor  statute  thereto,  and any temporary or final  regulations of the
United States Department of the Treasury promulgated pursuant thereto.

        "Collection  Account":  The segregated  account or accounts  created and
maintained by the Master  Servicer  pursuant to Section  3.5(a),  which shall be
entitled  "[Insert  name of  Trustee],  as Trustee,  in trust for Holders of PNC
Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series
2001-C1, Collection Account," and which shall be an Eligible Account.

        "Collection  Period":  With  respect  to any  Distribution  Date and any
Mortgage Loan, the period beginning on the first day following the Determination
Date in the month  preceding  the month in which such  Distribution  Date occurs
(or, in the case of the  Distribution  Date  occurring in April 2001, on the day
after the Cut-off Date) and ending on and including  the  Determination  Date in
the month in which such Distribution Date occurs.

        "Commission":  The Securities  and  Exchange  Commission  of  the United
States of America.

        "Compensating Interest Payments": With respect to any Distribution Date,
any payments required to be made by the Master Servicer pursuant to Section 3.25
to cover Prepayment/Balloon Payment Interest Shortfalls.

        "Controlling  Class":  The most subordinate  Class of Principal  Balance
Certificates outstanding at any time of determination (or, if the then aggregate
Certificate  Balance  of such  Class  of  Certificates  is less  than 25% of the
initial aggregate  Certificate  Balance thereof and there is a more senior Class
of Principal Balance Certificates then outstanding with an aggregate Certificate
Balance  that is at least  equal  to 25% of the  initial  aggregate  Certificate
Balance  thereof,   the  next  most  subordinate   Class  of  Principal  Balance
Certificates). If no Class of Principal Balance Certificates has at least 25% of
its initial  aggregate  Certificate  Balance then  outstanding,  the Controlling
Class will be the more subordinate Class of Principal Balance Certificates still
outstanding.  For purposes of determining the Controlling  Class,  the Class A-1
and Class A-2  Certificates  will be treated as a single Class of  Certificates,
the Class C-1 and Class C-2  Certificates  will be treated as a single  Class of
Certificates,  the Subordinate Certificates will be subordinate to the Class A-1
and Class A-2 Certificates,  and each Class of Subordinate  Certificates will be
subordinate  to each other Class of  Subordinate  Certificates,  if any, with an
earlier alphabetical Class designation.  The existence of an Appraisal Reduction
shall have no effect on the  determination  of the Controlling  Class. As of the
Closing Date, the Controlling Class will be the Class O Certificates.

        "Corporate  Trust Office":  The principal  corporate trust office of the
Trustee is presently located at 11000 Broken Land Parkway,  Columbia,  Maryland,
21044-3562, Attention:

                                       18
<PAGE>

Corporate Trust Services (CMBS) - PNC Mortgage  Acceptance Corp. Series 2001-C1,
or at such  other  address as the  Trustee  may  designate  from time to time by
notice to the  Certificateholders,  the Depositor,  the Master  Servicer and the
Special Servicer.

        "Corrected  Mortgage  Loan":  Any  Mortgage  Loan  which is no  longer a
Specially  Serviced  Mortgage  Loan as a result  of the  curing  of any event of
default under such  Specially  Serviced  Mortgage  Loan through a  modification,
restructuring  or workout  negotiated by the Special Servicer and evidenced by a
signed writing.

        "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 mortgage loans for the life of such mortgage loans.

        "Cross-Collateralized  Group":  A group  of  Mortgage  Loans  which  are
cross-defaulted or  cross-collateralized  with one another, which are identified
as separate Mortgage Loans on the Mortgage Loan Schedule and treated as separate
Mortgage  Loans for  purposes  of this  Agreement  (except  with  respect to the
definition of "Review Threshold" contained herein).

        "Cross-Collateralized  Loan":  Each  Mortgage Loan that is included in a
certain Cross-Collateralized Group.

        "Current Principal  Distribution  Amount":  With respect to the Mortgage
Loans for any Distribution Date, an amount equal to the aggregate of:

          (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,  including  without  limitation  any REO
Mortgage  Loans,  for their  respective Due Dates  occurring  during the related
Collection Period; and

          (b)  that  portion  of  all  payments  (including  without  limitation
Principal  Prepayments and Balloon Payments),  Liquidation  Proceeds,  Insurance
Proceeds,  any payments of Repurchase Price, payments of Substitution  Shortfall
Amounts,  Net REO Proceeds  and other  collections  that were  received on or in
respect of the Mortgage  Loans  (including  without  limitation any REO Mortgage
Loans) or received on or in respect of any  related REO  Properties,  during the
related Collection Period and were identified and applied by the Master Servicer
in accordance  with Section 1.2 as payments or other  recoveries of principal of
such Mortgage Loans (including,  without limitation, any REO Mortgage Loans), in
each case net of any portion of such  amounts that  represents  (i) a payment or
other  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 related Collection Period and not previously paid or recovered or (ii) an
early  payment  (other  than  in the  form  of a  Principal  Prepayment)  of the
principal  portion of any Monthly  Payment  due in respect of any such  Mortgage
Loan on a Due Date subsequent to the end of the related Collection Period.

                                       19
<PAGE>

        "Custodial Agreement":  The Custodial Agreement,  if any, in effect from
time to time between the Custodian  named therein,  the Master  Servicer and the
Trustee,  substantially  in the form of  Exhibit  F  hereto,  as the same may be
amended or modified from time to time in accordance with the terms thereof.

        "Custodian":  Any  Custodian  appointed  pursuant  to Section  8.12 and,
unless the Trustee or the Certificate Administrator is Custodian, named pursuant
to any Custodial Agreement. The Custodian may (but need not) be the Trustee, the
Certificate  Administrator  or  the  Master  Servicer  or any  Affiliate  of the
Trustee,  the Certificate  Administrator or the Master Servicer,  but may not be
the Depositor.

        "Cut-off Date": March 1, 2001, except that for (i) Loan Numbers 1 and 8,
the Cut-off Date is March 10, 2001,  (ii) Loan Numbers 2 and 3, the Cut-off Date
is March 7, 2001 and (iii) each Newly  Originated  Loan, the Cut-off Date is the
date such Newly Originated Loan was funded.

        "Danbury Intercreditor Agreement": The Intercreditor Agreement, dated as
of March 16, 2001 by and between LaSalle Bank National  Association,  as trustee
for  Danbury  Fair Mall Trust  Commercial  Mortgage  Pass-Through  Certificates,
Series  2001-DFM and Morgan  Stanley Dean Witter  Mortgage  Capital  Inc.,  with
respect to the Danbury Loan and the Danbury Non-Pooled Companion Notes.

        "Danbury  Loan":  The Mortgage  Loan  identified  on the  Mortgage  Loan
Schedule as Loan Number 1, and consists of the Note designated as "Note A2". For
purposes  of  clarification,  the  Danbury  Loan does not  include  the  Danbury
Non-Pooled Companion Notes.

        "Danbury  Non-Pooled  Companion Notes": In the case of the Danbury Loan,
the related notes designated as Note A1 and Note B (which Note A1 and Note B are
not assets of the Trust  Fund).  Such Note A1 and Note B are  secured by a first
lien on the Mortgaged Property that secures the Danbury Loan.

        "Danbury  Servicer":  The Person  acting as  servicer  for  the  Danbury
Trust, which initially is Wells Fargo Bank, National Association.

        "Danbury  Special  Servicer":  The Person acting as special servicer for
the Danbury Trust, which initially is Wells Fargo Bank, National Association.

        "Danbury Trust": That certain trust established  pursuant to the Danbury
Trust  and  Servicing  Agreement,  the  assets  of  which  include  the  Danbury
Non-Pooled Companion Notes.

        "Danbury  Trust  and  Servicing  Agreement":   That  certain  Trust  and
Servicing  Agreement dated as of March 16, 2001 among Morgan Stanley Dean Witter
Capital I Inc.,  as  depositor,  Wells  Fargo  Bank,  National  Association,  as
servicer  and  special  servicer,  and LaSalle  Bank  National  Association,  as
trustee.

                                       20
<PAGE>

        "Danbury  Trustee":  The  Person  acting  as  trustee  for  the  Danbury
Trust, which initially is LaSalle Bank National Association.

         "Default Interest": With respect to any Mortgage Loan, interest accrued
on such Mortgage Loan at the excess of the Default Rate over the Mortgage  Rate,
in each case excluding any portion thereof that represents Deferred Interest.

        "Default  Rate":  With respect to each Mortgage Loan, the annual rate at
which  interest  accrues on such Mortgage Loan following any event of default on
such Mortgage Loan, including a default in the payment of a Monthly Payment or a
Balloon Payment.

        "Deferred  Interest":  With  respect  to each  Hyper-Amortization  Loan,
interest accrued on such Hyper-Amortization Loan at the related Excess Rate plus
interest  thereon to the  extent  permitted  by  applicable  law at the  related
Revised Interest Rate.

        "Definitive Certificate":  As defined in Section 5.3(a).

        "Deleted  Mortgage  Loan":  A Mortgage  Loan replaced or to be  replaced
by a Qualified Substitute Mortgage Loan.

        "Depositor":  PNC Mortgage Acceptance Corp., a Missouri  corporation and
its successors and assigns.

        "Determination  Date": With respect to each Distribution Date, the fifth
Business Day prior to such Distribution Date.

        "Directly Operate":  With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not  customarily  provided
to tenants in connection  with the rental of space for occupancy only within the
meaning of Treasury  Regulations  Section  1.512(h)-1(c)(5),  the  management or
operation of such REO Property,  the holding of such REO Property  primarily for
sale to  customers  or any use of  such  REO  Property  in a trade  or  business
conducted  by the Trust  Fund  other than  through  an  Independent  Contractor;
provided, however, that the Special Servicer, on behalf of the Trust Fund, shall
not be considered to Directly Operate an REO Property solely because the Special
Servicer,  on  behalf of the  Trust  Fund,  establishes  rental  terms,  chooses
tenants,  enters into or renews leases, deals with taxes and insurance, or makes
decisions  as to  repairs  or  capital  expenditures  with  respect  to such REO
Property.

        "Discount Rate": The rate which, when compounded  monthly, is equivalent
to the Treasury Rate when compounded  semi annually.  The "Treasury Rate" is the
yield  calculated  by the linear  interpolation  of the  yields,  as reported in
Federal  Reserve  Statistical  Release H.15  Selected  Interest  Rates under the
heading "U.S. government  securities/Treasury  constant maturities" for the week
ending prior to the date of the relevant Principal Prepayment,  of U.S. Treasury
constant  maturities  with a maturity  date (one  longer and one  shorter)  most
nearly  approximating  the maturity  date (or the  Hyper-Amortization  Date,  if
applicable)  of  the  Mortgage  Loan  prepaid.  If  Release  H.15  is no  longer
published,  the Certificate  Administrator shall select a comparable publication
to determine the Treasury Rate.

                                       21
<PAGE>

        "Disposition  Fee": With respect to any Specially Serviced Mortgage Loan
or REO Property which is sold or transferred or otherwise  liquidated (except in
connection with (i) a repurchase  under Section 2.3, (ii) the termination of the
Trust Fund  pursuant to Section  9.1(b) or (iii) the purchase of a Mortgage Loan
by the Operating  Adviser,  the  Depositor,  the Master  Servicer or the Special
Servicer  pursuant to Section 3.18),  including by reason of condemnation of the
related Mortgaged  Property or REO Property,  as applicable,  an amount equal to
the product of (I) the excess,  if any of (a) the  Liquidation  Proceeds of such
Specially  Serviced  Mortgage  Loan  or  REO  Property  over  (b)  any  broker's
commission and related brokerage referral fees, and (II) 1%.

        "Disqualified Non-U.S.  Person": With respect to a Class R-I, Class R-II
or Class R-III Certificate,  any Non-U.S. Person or agent thereof other than (i)
a  Non-U.S.  Person  that  holds  the  Class  R-I,  Class  R-II or  Class  R-III
Certificate  in  connection  with the conduct of a trade or business  within the
United States and has furnished the  transferor  and the  Certificate  Registrar
with an effective IRS Form 4224 or a successor form.

        "Disqualified  Organization":  Either (a) the United States,  a State or
any political  subdivision  thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and a majority
of its board of directors is not selected by any such governmental  unit), (b) a
foreign government,  International Organization or any agency or instrumentality
of either of the foregoing,  (c) an organization that is exempt from tax imposed
by  Chapter 1 of the Code  (including  the tax  imposed by Code  Section  511 on
unrelated  business taxable income) on any excess inclusions (as defined in Code
Section  860E(c)(1))  with  respect to the Class R-I,  Class R-II or Class R-III
Certificates  (except certain  farmers'  cooperatives  described in Code Section
521),  (d) rural electric and telephone  cooperatives  described in Code Section
1381(a)(2),  or (e) any other Person so designated by the Certificate  Registrar
based upon an Opinion of Counsel to the effect that any  Transfer to such Person
may result in an Adverse  REMIC Event.  The terms "United  States,"  "State" and
"International  Organization"  shall have the meanings set forth in Code Section
7701 or successor provisions.

        "Distributable Certificate Interest": With respect to any Class of REMIC
III Regular  Certificates for each  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/Balloon  Payment Interest  Shortfall,  if any, for such  Distribution
Date allocated to such Class of Certificates  as set forth below,  and increased
by any Class  Interest  Shortfall in respect of such Class of  Certificates  for
such Distribution  Date. The Net Aggregate  Prepayment/Balloon  Payment Interest
Shortfall,  if any,  for  each  Distribution  Date  shall be  allocated  on such
Distribution   Date  among  the   respective   Classes  of  REMIC  III   Regular
Certificates,  pro rata, in the ratio that the Accrued Certificate Interest with
respect to any such Class of Certificates  for such  Distribution  Date bears to
the total Accrued Certificate  Interest with respect to all Classes of REMIC III
Regular Certificates for such Distribution Date.

        "Distribution  Account":  The segregated account or accounts created and
maintained  as  a  separate  trust  account  or  accounts  by  the   Certificate
Administrator  pursuant to Section 3.5(b),

                                       22
<PAGE>

which shall be entitled  "[Insert  name of  Trustee],  as Trustee,  in trust for
Holders  of PNC  Mortgage  Acceptance  Corp.  Commercial  Mortgage  Pass-Through
Certificates,  Series  2001-C1,  Distribution  Account"  and  which  shall be an
Eligible Account.

        "Distribution  Date":  The 12th day of any month, or if such 12th day is
not a Business  Day,  the  Business  Day  immediately  following  such 12th day,
commencing in April 2001.

        "Due Date": With respect to any Collection Period and any Mortgage Loan,
the date on which  scheduled  Monthly  Payments  are due on such  Mortgage  Loan
(without regard to grace periods).  Solely for purposes of determining whether a
payment is due during a particular  Collection Period, the Due Date for Mortgage
Loans with a Due Date other than the first day of a month  shall be deemed to be
the first day of such month.

        "Eligible Account": Either (a) for funds that will be held for more than
30 days,  an account or accounts  maintained  with a depository  institution  or
trust company the long-term  unsecured debt obligations of which are rated "Aa3"
or better by Moody's (or, if not so rated by Moody's, then otherwise approved by
Moody's),  and "A" or better by S&P (or, if not so rated by S&P, then  otherwise
approved  by S&P);  (b) for  funds  that  will be held  for 30 days or less,  an
account or accounts  maintained with a depository  institution or trust company,
the short-term  unsecured debt  obligations of which are rated "P1" or better by
Moody's (or, if not so rated by Moody's,  then  otherwise  approved by Moody's),
and "A-1" or better by S&P (or, if not so rated by S&P, then otherwise  approved
by S&P); (c) a segregated  trust account or accounts  maintained with a federal-
or  state-chartered  depository  institution  or  trust  company  acting  in its
fiduciary  capacity:  (i)  having a  combined  capital  and  surplus of at least
$50,000,000,  (ii) subject to  supervision  or examination by a federal or state
authority,  and (iii) for state-chartered  institutions,  subject to regulations
regarding  fiduciary funds on deposit  substantially  similar to 12 CFR 9.10(b);
(d) an account or  accounts  maintained  with PNC so long as (1) PNC's long term
unsecured  debt rating  shall be at least "A1" from  Moody's and (2) PNC has the
rating  from S&P  specified  in clause (a) or (b) above as  appropriate;  or (e)
otherwise  subject to a Rating Agency  Confirmation.  Eligible Accounts may bear
interest.  In the event that an account  ceases to be an Eligible  Account,  the
Master  Servicer,  the Special  Servicer or the  Certificate  Administrator,  as
applicable,  shall move such  account  to an  Eligible  Account  within 30 days;
provided,  however,  that the  Master  Servicer,  the  Special  Servicer  or the
Certificate Administrator, as applicable, may keep the former account open for a
reasonable  period of time to collect  payments  from  Borrowers who continue to
remit payments to such account.

        "Eligible Investor": (i) A Person, reasonably believed by the transferor
to  be a  Qualified  Institutional  Buyer,  that  is  purchasing  Non-Registered
Certificates for its own account or for the account of a Qualified Institutional
Buyer to whom notice is given that the offer,  sale or transfer is being made in
reliance  on Rule 144A  promulgated  under the 1933 Act or (ii) with  respect to
Non-Registered  Certificates  (other  than  the  Class  V  Certificates  and the
Residual Certificates), an Institutional Accredited Investor.

        "Emergency  Advance":  Any  Servicing  Advance  (whether  or not it is a
Servicing  Advance that,  pursuant  hereto,  the Special Servicer is required to
request the Master Servicer to

                                       23
<PAGE>

make) that must be made within  five  Business  Days of the  Special  Servicer's
becoming aware that it must be made 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  Report":  With respect to each Mortgaged  Property,  the
report or reports of the environmental site assessment or assessments  performed
in connection with the origination of the related Mortgage Loan.

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

        "ERISA Restricted Certificate": As of the date of a proposed transfer of
a  Certificate,  either  (i) such  Certificate  is not  rated in one of the four
highest  generic  ratings  categories  by  a  Rating  Agency  or  (ii)  relevant
provisions of ERISA would  prohibit the transfer of such  Certificate to a Plan.
Initially,  the Class H,  Class J,  Class K, Class L, Class M, Class N, Class O,
and Class V  Certificates  and the Residual  Certificates  are ERISA  Restricted
Certificates.

        "Escrow Account":  As defined in Section 3.4(b).

        "Escrow  Payment":  Any  payment  made  by any  Borrower  to the  Master
Servicer for the account of such Borrower for application  toward the payment of
taxes,  insurance  premiums,  assessments  and  similar  items in respect of the
related Mortgaged Property.

        "Event of Default":  As defined in Section 7.1.

        "Excess  Liquidation  Proceeds":  The excess of (i) the Net  Liquidation
Proceeds  from  the  sale or  liquidation  of a  Mortgage  Loan or  related  REO
Property,  net of (x)  interest  on any  related  Advances  and (y) any  related
Servicing  Advances  over (ii) the amount needed to pay off the Mortgage Loan in
full.

        "Excess  Liquidation  Proceeds  Account":   The  segregated  account  or
accounts  created and maintained by the  Certificate  Administrator  pursuant to
Section 3.5(f),  which shall be entitled "[Insert name of Trustee],  as Trustee,
in trust for  Holders of PNC  Mortgage  Acceptance  Corp.,  Commercial  Mortgage
Pass-Through Certificates, Series 2001-C1, Excess Liquidation Proceeds Account,"
and which shall be an Eligible Account.

        "Excess  Rate":  With  respect  to  each  Hyper-Amortization  Loan,  the
excess of the related Revised Interest Rate over the related Mortgage Rate.

        "Exemption-Favored  Party": Any of (i) Morgan Stanley & Co. Incorporated
or PNC Capital  Markets,  Inc., (ii) any Person directly or indirectly,  through
one or more intermediaries,  controlling,  controlled by or under common control
with Morgan Stanley & Co.  Incorporated or PNC Capital  Markets,  Inc. and (iii)
any member of the  syndicate  or  selling  group of which  Morgan  Stanley & Co.
Incorporated or PNC Capital  Markets,  Inc. or a person described in clause (ii)
is a manager or co-manager with respect to the Certificates.

                                       24
<PAGE>

        "Expense Loss": A loss realized upon  payment by  the Trust Fund  of  an
Additional Trust Fund Expense.

        "FDIC":  The Federal  Deposit Insurance  Corporation, or  any  successor
thereto.

        "FHA":  The Federal Housing Administration.
         ---

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

        "Final Purchaser":  As defined in Section 9.1(b).

        "Final Recovery  Determination":  With respect to any REO Mortgage Loan,
Specially  Serviced  Mortgage Loan or Mortgage Loan subject to repurchase by the
related  Seller as  contemplated  by Section 2.3, the recovery of all  Insurance
Proceeds,  Liquidation Proceeds, the related Repurchase Price and other payments
or recoveries (including proceeds of the final sale of any related REO Property)
which the  Special  Servicer,  in its  reasonable  judgment  as  evidenced  by a
certificate of a Servicing Officer  delivered to the Certificate  Administrator,
the  applicable  Custodian  and the  Operating  Adviser,  expects  to be finally
recoverable. The Master Servicer shall maintain records, prepared by a Servicing
Officer,  of each  Final  Recovery  Determination  until the  earlier of (i) its
termination as Master  Servicer  hereunder and the transfer of such records to a
successor  servicer and (ii) five years  following the  termination of the Trust
Fund.

        "Fiscal  Agent":  A Person who is at any time  appointed by the  Trustee
pursuant to Section 8.13 to act as fiscal agent hereunder.

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

        "Grantor Trust":  As defined in Preliminary Statement.

        "Grantor Trust Assets":  As defined in Section 10.5.

        "Grantor Trust Collection  Account":  The segregated account or accounts
created and  maintained  as a separate  trust  account or accounts by the Master
Servicer  pursuant to Section 3.5(c),  which shall be entitled  "[Insert name of
Trustee],  as Trustee,  in trust for Holders of PNC  Mortgage  Acceptance  Corp.
Commercial Mortgage  Pass-Through  Certificates,  Series 2001-C1,  Grantor Trust
Collection  Account" and which shall be an Eligible  Account.  The

                                       25
<PAGE>

Grantor Trust  Collection  Account shall not be an asset of REMIC I, REMIC II or
REMIC III formed hereunder.

        "Grantor Trust Distribution Account": The segregated account or accounts
created  and  maintained  as  a  separate  trust  account  or  accounts  by  the
Certificate  Administrator  pursuant to Section 3.5(d),  which shall be entitled
"[Insert  name of  Trustee],  as Trustee,  in trust for Holders of PNC  Mortgage
Acceptance Corp. Commercial Mortgage Pass-Through Certificates,  Series 2001-C1,
Grantor Trust Distribution  Account" and which shall be an Eligible Account. The
Grantor Trust Distribution Account shall not be an asset of REMIC I, REMIC II or
REMIC III formed hereunder.

        "Hazardous  Materials":  Any dangerous,  toxic or hazardous  pollutants,
chemicals,  wastes,  or  substances,  including,  without  limitation,  those so
identified pursuant to the Comprehensive  Environmental  Response,  Compensation
and Liability  Act, 42 U.S.C.  Section 9601 et seq., or any other  environmental
laws now existing, and specifically including, without limitation,  asbestos and
asbestos-containing  materials,  polychlorinated biphenyls, 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.

        "Heller": Heller Financial Capital Funding, Inc.

        "Heller  Mortgage Loan Purchase  Agreement":  The Mortgage Loan Purchase
Agreement  dated as of March 29, 2001 between Heller and MSDWMC relating to Loan
Number 35.

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

        "Hyper-Amortization  Date": With respect to any Hyper-Amortization Loan,
the date specified on the related  Mortgage Note, as of which Deferred  Interest
shall begin to accrue on such Mortgage  Loan,  which date is prior to the Stated
Maturity Date for such Mortgage Loan.

        "Hyper-Amortization Loan": A Mortgage Loan that provides for the accrual
of Deferred  Interest  thereon if such  Mortgage  Loan is not paid in full on or
prior to its Hyper-Amortization Date.

        "Indemnified Party":  As defined in Section 8.5(c).

        "Independent": When used with respect to any specified Person, any other
Person  who (i) does not have any direct  financial  interest,  or any  material
indirect financial interest,  in any of the Manager,  the Depositor,  the Master
Servicer,  the Special Servicer,  Trustee,  the Certificate  Administrator,  any
Borrower  or any  Affiliate  thereof,  and (ii) is not  connected  with any such
specified  Person  as an  officer,  employee,  promoter,  underwriter,  trustee,
partner, director or Person performing similar functions.

        "Independent  Contractor":  Either  (i)  any  Person  that  would  be an
"independent  contractor"  with  respect to the Trust Fund within the meaning of
Section  856(d)(3)  of the Code if the Trust Fund were a real estate  investment
trust  (except  that the  ownership  tests  set forth in that  section  shall be
considered  to be met by any Person that owns,  directly or  indirectly,  35% or
more of any  Class  or 35% or more of the  aggregate  value  of all  Classes  of
Certificates),  provided  that the Trust  Fund does not  receive  or derive  any
income from such Person and the  relationship  between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury  Regulations Section
1.856-4(b)(5) (except that the Special Servicer shall not be considered to be an
Independent Contractor under the definition in this clause (i) unless an Opinion
of Counsel

                                       26
<PAGE>

(obtained  at the  expense of the  Special  Servicer)  addressed  to the Special
Servicer,  the Certificate  Administrator  and the Trustee has been delivered to
the Trustee  and the  Certificate  Administrator  to the effect that the Special
Servicer  meets the  requirements  of such  definition) or (ii) any other Person
(including the Special Servicer) if the Special  Servicer,  on behalf of itself,
the Trustee and the Certificate Administrator has received an Opinion of Counsel
(obtained  at the  expense  of the party  seeking  to be  deemed an  Independent
Contractor)  to the  effect  that the taking of any action in respect of any REO
Property by such Person,  subject to any conditions therein  specified,  that is
otherwise herein contemplated to be taken by an Independent  Contractor will not
cause such REO Property to cease to qualify as "foreclosure property" within the
meaning of Section  860G(a)(8)  of the Code  (determined  without  regard to the
exception  applicable for purposes of Section  860D(a) of the Code) or cause any
income  realized  with  respect of such REO Property to fail to qualify as Rents
from Real Property (provided that such income would otherwise so qualify).

        "Initial  Sub-Servicer":  With  respect  to each  Mortgage  Loan that is
subject to a sub-servicing  agreement with the Master Servicer as of the Closing
Date, the sub-servicer under any such sub-servicing agreement.

        "Institutional  Accredited Investor": An entity meeting the requirements
of Rule  501(a)(1),  (2), (3) or (7) of Regulation D promulgated  under the 1933
Act (and any entity in which all the equity owners meet such  requirements)  and
which is not otherwise a Qualified Institutional Buyer.

        "Insurance Proceeds":  Proceeds of any fire and hazard insurance policy,
title policy or other  insurance  policy  relating to a Mortgage Loan and/or the
Mortgaged Property securing any Mortgage Loan (including any amounts paid by the
Master Servicer or the Special Servicer  pursuant to Section 3.8), to the extent
such proceeds are not to be applied to the restoration of the related  Mortgaged
Property or released to the Borrower in accordance with the express requirements
of the  related  Mortgage  or Note or other  documents  included  in the related
Mortgage File or in accordance with the Servicing Standard.

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

        "Interest Only Certificates":  The Class X-1 Certificates, the Class X-2
Certificates, the Class X Certificates and the Class C-2X Certificates.

        "Interest Reserve Account":  The segregated  account or accounts created
and  maintained  as a separate  trust  account or  accounts  by the  Certificate
Administrator pursuant to Section 3.29, which shall be entitled "[Insert name of
Trustee],  as Trustee,  in trust for Holders of PNC  Mortgage  Acceptance  Corp.
Commercial Mortgage Pass-Through Certificates,  Series 2001-C1, Interest Reserve
Account" and which shall be an Eligible Account.

        "Interest Reserve Amount": As defined in Section 3.29(a).

                                       27
<PAGE>

        "Interest  Reserve  Loan":  A Mortgage Loan that bears interest computed
on  an Actual/360 Basis.

        "Interested Person": As of any date of determination, the Depositor, the
Master   Servicer,   the  Special   Servicer,   the  Trustee,   the  Certificate
Administrator,   any  Borrower,   any  Manager  of  a  Mortgaged  Property,  any
Independent Contractor engaged by the Special Servicer pursuant to Section 3.17,
or any Person  known to a  Responsible  Officer of either of the  Trustee or the
Certificate Administrator to be an Affiliate of any of them.

        "Investment Account":  As defined in Section 3.7(a).

         "IRS":  The Internal Revenue Service.

        "LaSalle":  LaSalle Bank National Association.

        "LaSalle Loans":  The Mortgage Loans transferred and assigned by LaSalle
to the Depositor pursuant to the LaSalle Mortgage Loan Purchase Agreement.

        "LaSalle Mortgage Loan Purchase  Agreement":  The Mortgage Loan Purchase
and Sale  Agreement  dated as of March  26,  2001,  between  the  Depositor  and
LaSalle.

        "Liquidation  Event":  With respect to any Mortgage  Loan (other than an
REO Mortgage Loan), any of the following events:  (i) such Mortgage Loan is paid
in full;  (ii) a Final  Recovery  Determination  is made  with  respect  to such
Mortgage  Loan;  (iii) such Mortgage Loan is repurchased or replaced by a Seller
pursuant to the related  Mortgage Loan Purchase  Agreement and Section 2.3; (iv)
such  Mortgage  Loan is sold pursuant to Section 3.18; or (v) such Mortgage Loan
is purchased  by any Person  entitled to effect an optional  termination  of the
Trust Fund pursuant to Section 9.1(b). With respect to any REO Property (and the
related REO Mortgage Loan),  any of the following  events:  (i) a Final Recovery
Determination is made with respect to such REO Property;  (ii) such REO Property
is sold pursuant to Section 3.18; or (iii) such REO Property is purchased by any
Person entitled to effect an optional  termination of the Trust Fund pursuant to
Section 9.1(b).

        "Liquidation  Expenses":  Expenses incurred by the Special Servicer, the
Certificate  Administrator and the Trustee in connection with the liquidation of
any Specially  Serviced  Mortgage Loan or property  acquired in respect  thereof
(including,  without limitation,  legal fees and expenses,  committee or referee
fees,  and,  if  applicable,   brokerage   commissions,   conveyance  taxes  and
Disposition Fees).

        "Liquidation Proceeds": All cash amounts (other than Insurance Proceeds)
including all partial and/or unscheduled collections received in connection with
(i) the  taking of a  Mortgaged  Property  by  exercise  of the power of eminent
domain or  condemnation,  (ii) the full or partial  liquidation  of a  Mortgaged
Property or other collateral that constituted  security for a Specially Serviced
Mortgage Loan through a trustee's sale, foreclosure sale or otherwise, (iii) the
sale of a Specially Serviced Mortgage Loan or an REO Property in accordance with
Section 3.18,  (iv) the sale of all of the Mortgage Loans and any REO Properties
in  accordance  with  Section  9.1 or (v)

                                       28
<PAGE>

the  realization  upon any deficiency  judgment  obtained  against a Borrower or
guarantor of any Mortgage Loan.

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

        "Loan  Number":  With respect to any Mortgage  Loan,  the "Mortgage Loan
Number"  by which  such  Mortgage  Loan was  identified  on  Appendix  II to the
Prospectus Supplement.

        "Loan Service  Transaction Fees": With respect to any Mortgage Loan, any
fees  payable  by or on behalf of a  Borrower  other  than (i) fees  payable  in
connection  with or related to an  assumption,  modification  or  extension or a
consent to any of the foregoing or (ii) any fees  received in connection  with a
default.

        "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 (or, if part of
a  Cross-Collateralized  Group, of such group),  and the denominator of which is
the  appraised  value of the related  Mortgaged  Property  (or, in the case of a
Cross-Collateralized Group, of all the Mortgaged Properties securing such group)
as determined by an Updated Appraisal thereof.

        "MAI":  Member of the Appraisal Institute.

        "Majority  Certificateholder":  With respect to any particular  Class or
Classes of  Certificates,  any  Certificateholder  entitled to a majority of the
Voting Rights allocated to such Class or Classes, as the case may be.

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

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

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

        "Master  Servicer  Fee":  With respect to each Mortgage Loan and for any
Distribution  Date, an amount per calendar month equal to the product of (i) the
related Master Servicer Fee Rate and (ii) the Stated  Principal  Balance of such
Mortgage  Loan as of the Due Date in the calendar  month  preceding the calendar
month in which such  Distribution  Date  occurs  (or, in the case of the initial
Distribution Date, as of the Cut-off Date).

        "Master Servicer Fee Rate":  With respect to each Mortgage Loan, the per
annum rate set forth in the Mortgage Loan Schedule as the  "Administrative  Cost
Rate" less the Trustee Fee Rate and the Standby Special  Servicer Fee Rate, such
rate to be  calculated  on the same basis as the

                                       29
<PAGE>

related  Mortgage Rate (e.g.,  "Actual/360"  or "30/360").  Notwithstanding  the
foregoing,  for so long as the Master  Servicer is servicing the Mills Loan, the
Master Servicer Fee Rate for the Mills Loan shall be 0.0125%. From and after the
transfer  of the  servicing  of the Mills  Loan to either (i) the  servicer  and
special  servicer  for the  Mills  Trust or (ii)  another  entity,  in each case
pursuant to Section  3.30(c),  the Master  Servicer  Fee Rate for the Mills Loan
shall be zero. The Master Servicer Fee Rate for the Danbury Loan shall be zero.

        "Master Servicer  Mortgage File": With respect to any Mortgage Loan, all
documents related to such Mortgage Loan that are not required to be delivered to
the Trustee  pursuant to Section 2.1 or to be  maintained as part of the Trustee
Mortgage File, including, without limitation:

          (a) a copy  of the  Management  Agreement,  if any,  for  the  related
Mortgaged Property;

          (b) a copy of any cash management or lock box agreement;

          (c) a copy of any intercreditor agreement;

          (d) any and all  amendments,  modifications  and  supplements  to, and
waivers  related  to,  any of the  foregoing;

          (e) copies of the related appraisals, surveys, environmental insurance
agreements, environmental reports and other similar documents; and

          (f) any other written agreements related to such Mortgage Loan;

together  with copies of all  documents  that are required to be maintained as a
part of the Trustee Mortgage File; provided,  however, that with respect to each
of the Danbury Loan and the Mills Loan, the Master Servicer  Mortgage File shall
consist  solely of copies of the documents that are required to be maintained as
a part of the related Trustee  Mortgage File. The Master Servicer  Mortgage File
shall not be deemed to contain any  confidential  or proprietary  information or
memoranda prepared by the Master Servicer for its internal use.

        "Master Servicer Remittance Amount": For each Distribution Date, (a) all
amounts on deposit in the Collection  Account as of the close of business on the
related Determination Date, exclusive of any portion thereof that represents one
or more of the following:

          (i) Monthly Payments  collected,  but due on a Due Date occurring in a
Collection Period subsequent to the related Collection Period;

          (ii) Prepayment Premiums;

          (iii)  amounts  that are payable or  reimbursable  to any Person other
than a Certificateholder pursuant to clauses (ii) through (ix) of Section 3.6(a)
(including  amounts payable to the Master Servicer,  the Special  Servicer,  the
Certificate Administrator, the Trustee or

                                       30
<PAGE>

any Fiscal Agent as compensation or in reimbursement of outstanding Advances and
amounts payable in respect of Additional Trust Fund Expenses);

          (iv) Deferred Interest;

          (v) Excess Liquidation Proceeds; and

          (vi) amounts deposited in the Collection Account in error,

plus (b) to the extent not already  included in clause (a), any P&I Advances and
Compensating Interest Payments made with respect to such Distribution Date;

        "Maturity  Date":  With respect to any  Mortgage  Loan as of any date of
determination, the date on which the last payment of principal is then scheduled
to be due and payable under the related Mortgage Note.

        "Midland":  Midland  Loan Services, Inc., a Delaware corporation, or its
successor in interest.

        "Mills Intercreditor  Agreement":  The Intercreditor Agreement, dated as
of March 30, 2001 by and between  the  Trustee and MSDWMC,  with  respect to the
Mills Loan.

        "Mills  Loan":  The  Mortgage  Loan  identified  on  Appendix  II to the
Prospectus  Supplement  as  Loan  Numbers  2 and 3,  and  consists  of the  Note
designated as "Note A2B". For purposes of clarification, the Mills Loan does not
include the Mills Non-Pooled Companion Notes.

        "Mills  Non-Pooled  Companion Notes": In the case of the Mills Loan, the
related  notes  designated  as Note A1, Note A2A and Note B (which Note A1, Note
A2A and Note B are not  assets of the Trust  Fund).  Such Note A1,  Note A2A and
Note B are secured by a first lien on the  Mortgaged  Property  that secures the
related Mills Loan.

        "Mills Trust": As defined in Section 3.30(c).

        "Mills Trust and Servicing Agreement": As defined in Section 3.30(c).

        "Mills  Trustee":  The  trustee  under the Mills  Trust and  Servicing
Agreement.

        "Minimum Master Servicer Fee Rate":  A rate of 0.01% per annum.

        "Money  Term":  With respect to any Mortgage  Loan,  the Maturity  Date,
Mortgage Rate, principal balance, amortization term or payment frequency thereof
(and shall not include  provisions  relating to late fees,  Deferred Interest or
Default Interest).

        "Monthly Payment": With respect to any Mortgage Loan (other than any REO
Mortgage  Loan) and any Due Date,  the  scheduled  monthly  payment of principal
and/or interest,  excluding any Balloon  Payment,  Default Interest and Deferred
Interest on such Mortgage Loan which is

                                       31
<PAGE>

payable by the related  Borrower on such Due Date under the related Note (taking
into account any waiver, modification or amendment of the terms of such Mortgage
Loan,  whether  agreed to by the  Master  Servicer  or  Special  Servicer  or in
connection  with a  bankruptcy  or  similar  proceeding  involving  the  related
Borrower).

        "Moody's":  Moody's  Investors  Service,  Inc. and  its successors  in
interest.

        "Mortgage":  The mortgage,  deed of trust or other instrument creating a
first lien on a Mortgaged Property securing the related Note.

        "Mortgage File": With respect to any Mortgage Loan, the Trustee Mortgage
File and the Master Servicer Mortgage File.

        "Mortgage Loan":  Each of the mortgage loans transferred and assigned to
the  Trustee  pursuant  to  Section  2.1 and from time to time held in the Trust
Fund,  such mortgage loans  originally so  transferred,  assigned and held being
identified on the Mortgage Loan Schedule as of the Cut-off Date. Such term shall
include  any REO  Mortgage  Loan,  any  Qualified  Substitute  Mortgage  Loan or
defeased Mortgage Loan. For purposes of clarification,  the Non-Pooled Companion
Notes are not included in the definition of Mortgage Loan.

        "Mortgage Loan  Documents":  Any  and  all  documents  contained  in the
Trustee Mortgage File and the Master Servicer Mortgage File.

        "Mortgage Loan Purchase  Agreement":  With respect to the PNC Loans, the
PNC Mortgage Loan Purchase Agreement. With respect to the Owner Trust Loans, the
PNC Owner  Trust  Certificate  Purchase  Agreement.  With  respect to the MSDWMC
Loans,  the MSDWMC  Mortgage Loan Purchase  Agreement  and, with respect to Loan
Number 35, the Heller  Mortgage  Loan  Purchase  Agreement.  With respect to the
LaSalle Loans, the LaSalle Mortgage Loan Purchase Agreement.  The term "Mortgage
Loan Purchase Agreements" shall mean all of such agreements.

        "Mortgage  Loan  Schedule":  As of any date,  the list of Mortgage Loans
included in the Trust Fund on such date,  such list as of the Closing Date being
attached hereto as Exhibit B-1.

        "Mortgage  Pool": Collectively, all  of the  Mortgage  Loans  (including
without limitation REO Mortgage Loans and Qualified  Substitute  Mortgage Loans,
but excluding Deleted Mortgage Loans).

        "Mortgage Rate":  With respect to each Mortgage Loan, the annual rate at
which  interest  accrues on such  Mortgage Loan (in the absence of a default and
without  giving  effect  to any  Revised  Interest  Rate)  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,  which  Mortgage
Rates, as of the Closing Date, are as set forth in the Mortgage Loan Schedule.

        "Mortgaged Property":  The underlying property securing a Mortgage Loan,
including any REO Property,  consisting of a fee simple or leasehold estate in a
parcel of land improved by

                                       32
<PAGE>

a commercial  or  multifamily  property,  together  with any personal  property,
fixtures, leases and other property or rights pertaining thereto.

        "MSDWMC": Morgan Stanley Dean Witter Mortgage Capital Inc., a  New  York
corporation.

        "MSDWMC  Loans":  The Mortgage  Loans (other than the Owner Trust Loans)
transferred  and  assigned  by MSDWMC to the  Depositor  pursuant  to the MSDWMC
Mortgage Loan Purchase Agreement.

        "MSDWMC  Mortgage Loan Purchase  Agreement":  The Mortgage Loan Purchase
and Sale Agreement  dated as of March 26, 2001 between the Depositor and MSDWMC,
pursuant to which  MSDWMC  transfers  the MSDWMC  Loans and its rights under the
Heller Mortgage Loan Purchase Agreement to the Depositor.

        "Net Aggregate  Prepayment/Balloon  Payment  Interest  Shortfall":  With
respect to any Distribution Date, the amount, if any, by which (a) the aggregate
of all  Prepayment/Balloon  Payment Interest  Shortfalls  incurred in connection
with the receipt of Principal  Prepayments  or Balloon  Payments on the Mortgage
Loans  during the  related  Collection  Period,  exceeds  (b) the sum of (i) the
aggregate  of all  Prepayment/Balloon  Payment  Interest  Excesses  realized  in
connection with the receipt of Principal  Prepayments or Balloon Payments on the
Mortgage Loans during the related  Collection  Period, and (ii) the Compensating
Interest Payment  deposited by the Master Servicer in the  Distribution  Account
for such  Distribution  Date  pursuant to Section 3.25 in  connection  with such
Prepayment/Balloon Payment Interest Shortfalls.

        "Net  Collections":  With respect to any  Corrected  Mortgage  Loan,  an
amount  equal to all  payments  on account of  interest  and  principal  on such
Mortgage Loan and all Prepayment Premiums.

        "Net Liquidation Proceeds":  The excess of Liquidation Proceeds received
with  respect  to any  Mortgage  Loan over the  amount of  Liquidation  Expenses
incurred with respect thereto.

        "Net Mortgage  Rate":  With respect to any Mortgage  Loan,  the Mortgage
Rate for such  Mortgage  Loan minus (i) the Master  Servicer Fee Rate,  (ii) the
Standby Special Servicer Fee Rate, (iii) the Trustee Fee Rate, (iv) with respect
to the Danbury Loan, the servicing fee rate payable to the Danbury  Servicer and
(v) with  respect  to the  Mills  Loan,  if the Mills  Loan is no  longer  being
serviced by the Master Servicer, the servicing fee rate and trustee fee rate, if
any, that is paid or charged to the holder of the Mills Loan with respect to the
Mills Loan (but not to exceed 0.0125% per annum).

        "Net REO Proceeds": With respect to each REO Property, REO Proceeds with
respect to such REO Property net of any insurance premiums,  taxes,  assessments
and other costs and expenses  permitted to be paid therefrom pursuant to Section
3.17(b).

                                       33
<PAGE>


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

     "Newly  Originated  Mortgage Loan": Loan Numbers 4, 15, 21, 32, 55 and 128,
each of which was  originated  in March 2001 and which has its first payment due
after the Closing Date.

     "Non-Pooled Companion Notes": Collectively the Danbury Non-Pooled Companion
Notes and the Mills Non-Pooled Companion Notes.

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

     "Nonrecoverable  Advance": Any portion of an Advance proposed to be made or
previously  made  which  has  not  been  previously  reimbursed  to the  Special
Servicer,  the Master Servicer,  the Trustee or any Fiscal Agent, as applicable,
and which the Special Servicer,  the Master Servicer,  the Trustee or any Fiscal
Agent has determined (based on, among other things, an Updated Appraisal) in its
reasonable  judgment will not or, in the case of a proposed Advance,  would not,
be ultimately  recoverable by the Special  Servicer,  the Master  Servicer,  the
Trustee  or any Fiscal  Agent,  as  applicable,  from late  payments,  Insurance
Proceeds,  Liquidation  Proceeds and other  collections  on or in respect of the
related Mortgage Loan or Mortgaged Property.  To the extent that any Borrower is
not obligated under the related  Mortgage Loan Documents to pay or reimburse any
portion  of any  Advances  that are  outstanding  with  respect  to the  related
Mortgage Loan as a result of a modification of such Mortgage Loan by the Special
Servicer  which  forgives  unpaid  Monthly  Payments or other  amounts which the
Special  Servicer,  the Master  Servicer,  the  Trustee or any Fiscal  Agent had
previously advanced,  and the Special Servicer, the Master Servicer, the Trustee
or any Fiscal Agent  determines that no other source of payment or reimbursement
for such  advances  is  available  to it,  such  Advances  shall be deemed to be
nonrecoverable;  provided,  however,  that in connection  with the foregoing the
Special Servicer,  the Master Servicer,  the Trustee or any Fiscal Agent,  shall
provide an Officer's  Certificate as described below.  The  determination by the
Special  Servicer,  the Master  Servicer,  the Trustee or any Fiscal  Agent,  as
applicable,  that it has made a  Nonrecoverable  Advance  or that  any  proposed
Advance,  if made, would constitute a Nonrecoverable  Advance shall be evidenced
by a certificate of a Servicing Officer,  Responsible  Officer or Vice President
or equivalent or senior officer of the Special  Servicer,  the Master  Servicer,
Trustee or Fiscal Agent, as appropriate,  delivered to the Master Servicer,  the
Trustee,  any Fiscal Agent, the Special Servicer,  the Operating Adviser and the
Depositor setting forth such determination and the procedures and considerations
of the Special Servicer,  the Master Servicer,  the Trustee or any Fiscal Agent,
as applicable,  forming the basis of such  determination,  which shall include a
copy of the Updated  Appraisal and any other  information or reports obtained by
the Special Servicer, the Master Servicer, the Trustee or any Fiscal Agent, such
as property operating  statements,  rent rolls,  property inspection reports and
engineering reports, which may support such determinations.  Notwithstanding the
above,  the  Trustee  and any Fiscal  Agent  shall be  entitled to rely upon any
determination  by the Master  Servicer  that any  Advance  previously  made is a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a

                                       34
<PAGE>

Nonrecoverable  Advance and the Master  Servicer  shall be entitled to rely upon
any determination by the Special Servicer that any Emergency Advance  previously
made is a  Nonrecoverable  Advance or that any proposed  Emergency  Advance,  if
made, would constitute a Nonrecoverable Advance.

     "Non-Registered  Certificate":  Unless and until  registered under the 1933
Act, any of the Class X-1 Certificates,  the Class X-2 Certificates, the Class X
Certificates,  the Class D Certificates,  the Class E Certificates,  the Class F
Certificates,  the Class G Certificates,  the Class H Certificates,  the Class J
Certificates,  the Class K Certificates,  the Class L Certificates,  the Class M
Certificates,  the Class N Certificates,  the Class O Certificates,  the Class V
Certificates,  the Class R-I  Certificates,  the Class R-II Certificates and the
Class R-III Certificates.

     "Non-U.S.  Person":  A person  that is not (i) a citizen or resident of the
United  States;  (ii) a  corporation,  partnership,  or other entity  created or
organized in or under the laws of the United States or any political subdivision
thereof; (iii) an estate whose income is subject to United States federal income
tax regardless of its sources; or (iv) a trust whose income is subject to United
States  federal  income tax  regardless  of its  sources and as to which a court
within the  United  States is able to  exercise  primary  jurisdiction  over the
administration  of the trust and one or more U.S.  Persons have the authority to
control all substantial decisions of the trust.

     "Note":  With respect to any Mortgage Loan as of any date of determination,
the note or other  evidence of  indebtedness  and/or  agreements  evidencing the
indebtedness  of the related  Borrower or obligor under such  Mortgage  Loan, in
each  case,  including  any  amendments  or  modifications,  or any  renewal  or
substitution notes, as of such date.

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

     "Officer's Certificate": A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the Chief Executive  Officer,  the President,  a
Vice President (however denominated),  the Treasurer,  the Secretary, one of the
Assistant Treasurers or Assistant Secretaries or any other officer of the Master
Servicer or Special Servicer  customarily  performing functions similar to those
performed  by any of the above  designated  officers  and also

                                       35
<PAGE>

with respect to a particular  matter,  any other  officer to whom such matter is
referred  because  of such  officer's  knowledge  of and  familiarity  with  the
particular subject, and delivered to the Depositor, the Trustee, the Certificate
Administrator, the Special Servicer or the Master Servicer, as the case may be.

     "Operating Adviser": As defined in Section 3.26.

     "Opinion  of  Counsel":  A written  opinion of  counsel,  who may,  without
limitation,  be counsel for the  Depositor,  the Special  Servicer or the Master
Servicer, as the case may be, acceptable to the Trustee, except that any opinion
of counsel relating to (a)  qualification of REMIC I, REMIC II or REMIC III as a
REMIC or the  imposition  of tax  under the REMIC  Provisions  on any  income or
property  of any REMIC,  (b)  compliance  with the REMIC  Provisions  (including
application of the definition of "Independent Contractor"), (c) qualification of
the  Grantor  Trust as a  grantor  trust,  or (d) a  resignation  of the  Master
Servicer or the Special Servicer  pursuant to Section 6.4, must be an opinion of
counsel who is Independent of the Depositor, the Special Servicer and the Master
Servicer.

        "Optional  Termination  Notice Date": Any date as of which the aggregate
Stated Principal Balance of the Mortgage Loans (including,  without  limitation,
any REO  Mortgage  Loans)  is less  than 1% of the  aggregate  Stated  Principal
Balance of the Mortgage Loans as of the Cut-off Date.

     "Originator":  With  respect to a Mortgage  Loan,  the  originator  of such
Mortgage Loan.

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

     "Owner Trust Loans":  The Mortgage Loans transferred and assigned to MSDWMC
pursuant to the PNC Owner Trust Certificate  Purchase Agreement,  which Mortgage
Loans were  subsequently  transferred and assigned to the Depositor by MSDWMC on
the Closing Date pursuant to the Mortgage Loan Purchase and Sale Agreement dated
March 26, 2001 between MSDWMC and the Depositor relating to such Mortgage Loans.

     "P&I  Advance":  As to any  Mortgage  Loan,  any advance made by the Master
Servicer,  the Trustee,  or any Fiscal Agent pursuant to Section  4.5(b)(iii) or
4.5(d).

     "Pass-Through Rate" or "Pass-Through  Rates": With respect to (i) the Class
A-1 and Class A-2 Certificates,  the fixed rate  corresponding to such Class set
forth in the  Preliminary  Statement  hereto,  (ii) the Class B, Class C-1, C-2,
Class D,  Class H,  Class J,  Class K,  Class L,  Class M,  Class N and  Class O
Certificates,  the lesser of (A) the fixed rate  corresponding to such Class set
forth in the Preliminary  Statement  hereto and (B) the REMIC II Remittance Rate
for such Distribution Date, (iii) the Class C-2X Certificates, the lesser of (A)
the  fixed  rate  corresponding  to such  Class  set  forth  in the  Preliminary
Statement hereto and (B) the REMIC II Remittance Rate for such Distribution Date
minus 2.57%,  (iv) the Class E  Certificates,  the REMIC II Remittance  Rate for
such  Distribution  Date  less  1.32%,  the Class F  Certificates,  the

                                       36
<PAGE>

REMIC II Remittance Rate for such  Distribution Date less 0.76%, and the Class G
Certificates,  the  REMIC II  Remittance  Rate for such  Distribution  Date less
0.99%, (v) the Class X-1 Certificates,  the per annum rate equal to the quotient
of the Accrued  Certificate  Interest thereon for such Distribution Date and the
Class X-1 Notional Amount,  (vi) the Class X-2 Certificates,  the per annum rate
equal to the  quotient  of the  Accrued  Certificate  Interest  thereon for such
Distribution  Date and the  Class  X-2  Notional  Amount  and  (vii) the Class X
Certificates,  the  per  annum  rate  equal  to  the  quotient  of  the  Accrued
Certificate Interest thereon for such Distribution Date and the Class X Notional
Amount.  The  Pass-Through  Rate for the Class A-2A Component and the Class A-2B
Component shall equal the Pass-Through Rate of the Class A-2  Certificates.  The
Class V  Certificates  and the Residual  Certificates  do not have  Pass-Through
Rates. All Pass-Through Rates shall be rounded to five decimal places.

     "Paying Agent": The paying agent appointed pursuant to Section 5.5.

     "Percentage   Interest":   (i)  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 Balance or
the Notional  Amount,  as the case may be, of such Certificate as of the Closing
Date,  as specified on the face  thereof,  and the  denominator  of which is the
initial aggregate  Certificate Balance or the initial aggregate Notional Amount,
as the case may be, of the relevant  Class as of the Closing Date; and (ii) with
respect  to  the  Class  V  Certificates  and  the  Residual  Certificates,  the
percentage  interest in  distributions  to be made with  respect to the relevant
Class, as stated on the face of such Certificate.

     "Permitted  Investments":  Any one or more of the following  obligations or
securities  payable on demand or having a  scheduled  maturity  on or before the
Business  Day  preceding  the date on which such funds are required to be drawn,
regardless of whether issued by the Depositor,  the Master Servicer, the Special
Servicer, the Trustee, the Certificate  Administrator or any of their respective
Affiliates,  and having at all times the required ratings,  if any, provided for
in this definition (provided that no Permitted Investment, if downgraded,  shall
be required to be sold at a loss,  except if the  remaining  term to maturity at
the time of such  downgrading  is greater than 30 days),  unless  Rating  Agency
Confirmation (the cost of obtaining any such Rating Agency Confirmation shall be
paid by the party seeking such confirmation) is received with respect to a lower
rating:

          (i) direct  obligations  of, or obligations  guaranteed as to full and
timely  payment of principal and interest by, the United States or any agency or
instrumentality  thereof,  provided that such obligations are backed by the full
faith and credit of the United States of America, including, without limitation,
U.S.  Treasury   Obligations,   Farmers  Home  Administration   certificates  of
beneficial interest, General Services Administration  participation certificates
and Small  Business  Administration  guaranteed  participation  certificates  or
guaranteed pool certificates;

          (ii) direct  obligations of FHLMC (debt obligations  only), FNMA (debt
obligations only), the Federal Farm Credit System (consolidated systemwide bonds
and notes only),  the Federal  Home Loan Banks  (consolidated  debt  obligations
only),  the Student Loan

                                       37
<PAGE>

Marketing Association (debt obligations only), the Financing Corp. (consolidated
debt  obligations  only),  and the Resolution  Funding Corp.  (debt  obligations
only);

          (iii) Federal funds,  time deposits in, or unsecured  certificates  of
deposit of, or  bankers'  acceptances,  or  repurchase  obligations,  all having
maturities  of not more than 365 days,  issued  by,  any bank or trust  company,
savings and loan  association or savings bank,  depository  institution or trust
company  having a short  term  debt  obligation  rating  that is in the  highest
short-term unsecured rating category of each Rating Agency;

          (iv) commercial paper having a maturity of 365 days or less (including
(A)  both   non-interest-bearing   discount   obligations  and  interest-bearing
obligations  payable  on  demand or on a  specified  date not more than one year
after the date of issuance thereof and (B) demand notes that constitute vehicles
for  investment in commercial  paper) that is rated by each Rating Agency in its
highest short-term unsecured rating category;

          (v) shares of taxable  money market funds or mutual funds that seek to
maintain a constant  net asset  value and have been rated  "AAAm" or "AAAm-G" by
S&P or "Aaa" by Moody's; and

          (vi) such other obligations for which a Rating Agency Confirmation has
been obtained;

provided,  however,  that (a) except with respect to units of money market funds
pursuant to clause (v) above,  each such  obligation  or  security  shall have a
fixed dollar  amount of principal  due at maturity  which cannot vary or change;
(b) except with respect to units of money  market  funds  pursuant to clause (v)
above,  if any such  obligation  or  security  provides  for a variable  rate of
interest,  interest shall be tied to a single  interest rate index plus a single
fixed spread (if any) and move  proportionately  with that index;  (c) each such
instrument  must  qualify as a "cash flow  investment"  pursuant to Code Section
860G(a)(6)  earning a  passive  return in the  nature  of  interest;  and (d) no
instrument or security shall be a Permitted Investment if (i) such instrument or
security  evidences a right to receive only interest  payments or (ii) the right
to  receive   principal  and  interest  payments  derived  from  the  underlying
investment  provides  a yield to  maturity  in  excess  of 120% of the  yield to
maturity at par of such underlying investment as of the date of its acquisition;
(e) no investment  described  hereunder may be purchased at a price greater than
par if such  investment  may be  prepaid  or  called  at a price  less  than its
purchase price prior to stated maturity;  (f) no investment  described hereunder
may have a  remaining  term to maturity in excess of 365 days at the time of its
acquisition and (g) notwithstanding the foregoing,  any Permitted Investment (or
institution offering such Permitted Investment, as may be applicable) shall have
not less than the following debt  obligation  ratings by Moody's:  (i) Permitted
Investments  having  maturities of one month or less: A2 or P-1; (ii)  Permitted
Investments  having  maturities of more than one month but less than or equal to
three months: A1 and P-1; (iii) Permitted  Investments having maturities of more
than  three  months  but less  than or equal to six  months:  Aa3 and P-1;  (iv)
Permitted Investments having maturities greater than six months: Aaa and P-1

                                       38

<PAGE>

     "Permitted  Transferee":  With respect to a Class R-I,  Class R-II or Class
R-III Certificate, any Person or agent thereof that is a Qualified Institutional
Buyer  other  than (a) a  Disqualified  Organization  or (b) a Person  that is a
Disqualified Non-U.S. Person.

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

     "Phase I Environmental Assessment": A "Phase I environmental assessment" as
described  in and  meeting  the  criteria  of the  American  Society  of Testing
Materials  Standard E 1527-94 or any successor thereto published by the American
Society of Testing Materials.

     "Placement Agents": Morgan Stanley & Co. Incorporated, PNC Capital Markets,
Inc., and ABN AMRO Bank N.V. or any of their successors in interest.

     "Plan": As defined in Section 5.2(f).

     "PNC": PNC Bank, National Association.

     "PNC Loans":  The Mortgage Loans  transferred and assigned to the Depositor
pursuant to the PNC Mortgage Loan Purchase Agreement.

     "PNC Mortgage Loan Purchase Agreement": The Mortgage Loan Purchase and Sale
Agreement, dated as of March 26, 2001, between Depositor and PNC.

     "PNC Owner  Trusts":  The PNC Bank  Commercial  Mortgage  Owner  Trust NS I
created pursuant to that certain Trust Agreement  relating thereto,  dated as of
December 19, 2000 and the PNC Bank Commercial Mortgage Owner Trust NS II created
pursuant to that certain Trust Agreement relating thereto,  dated as of December
19, 2000, each of which is among PNC, as depositor, Wilmington Trust Company, as
owner trustee, LaSalle Bank National Association,  as custodian, and Midland, as
paying agent.

     "PNC  Owner  Trust  Certificate  Purchase   Agreement":   The  Owner  Trust
Certificate Purchase Agreement, dated as of March 26, 2001, among MSDWMC and the
owners of the certificates representing interests in the PNC Owner Trusts.

     "Pooled Companion Mortgage Loans": The Mills Loan and the Danbury Loan.

     "Prepayment  Assumption":  A CPR of 0% (except that each Hyper-Amortization
Loan is assumed to pay on its Hyper-Amortization Date), applied to each Mortgage
Loan during any period that the related  Borrower is permitted to make voluntary
Principal  Prepayments  without a Prepayment  Premium,  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  or the REMIC III
Regular Certificates for federal income tax purposes.


                                       39
<PAGE>

     "Prepayment/Balloon   Payment  Interest   Excess":   With  respect  to  any
Distribution  Date and any Mortgage  Loan as to which a Principal  Prepayment or
Balloon Payment was made by the related  Borrower during the related  Collection
Period but following the Due Date occurring in such  Collection  Period in which
the related Principal Prepayment or Balloon Payment had been made, the amount of
interest  accrued  and  received  from the  related  Borrower  (less the  Master
Servicer Fee) for the period following such Due Date.

     "Prepayment/Balloon  Payment  Interest  Shortfall":  With  respect  to  any
Distribution  Date and any Mortgage  Loan as to which a Principal  Prepayment or
Balloon Payment was made by the related  Borrower during the related  Collection
Period but prior to the Due Date occurring in such Collection Period, the amount
by which (i) one month's  interest  (other than  Default  Interest  and Deferred
Interest and net of the Master Servicer Fee) on the Stated Principal  Balance of
such Mortgage Loan outstanding  immediately  following the Distribution  Date in
such  Collection  Period  exceeds (ii) the amount of interest (net of the Master
Servicer  Fee)  received  from the related  Borrower in respect of such Mortgage
Loan during such Collection  Period  (without regard to any Prepayment  Premium,
Default Interest or Deferred Interest that may have been collected).

     "Prepayment Premium": Payments received on a Mortgage Loan as the result of
a  Principal  Prepayment  thereon,  not  otherwise  due  thereon  in  respect of
principal or interest, which are intended to be a disincentive to prepayment.

     "Primary  Servicing  Fees":  The monthly fee payable by the Master Servicer
from the Master  Servicer Fee to each Initial  Sub-Servicer,  which  monthly fee
accrues at the rate per annum specified as such in the  sub-servicing  agreement
with such Initial Sub-Servicer.

     "Principal   Balance   Certificates":   All  of  the  REMIC   III   Regular
Certificates, excluding the Interest Only Certificates.

     "Principal  Distribution  Amount": For any Distribution Date, the aggregate
of (i) the Current Principal Distribution Amount for such Distribution Date, and
(ii) if such Distribution Date is subsequent to 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":  With respect to any Mortgage Loan, any payment of
principal  made by the  related  Borrower  which is  received  in advance of its
scheduled  Due Date and  which  is not  accompanied  by an  amount  of  interest
representing  the full amount of scheduled  interest due on any date or dates in
any month or months subsequent to the month of prepayment.

     "Prospectus  Supplement":  The Prospectus  Supplement dated March 26, 2001,
relating to the offer and sale of the Class A-1,  Class A-2, Class B and Class C
Certificates, as supplemented by that certain supplement thereto dated March 29,
2001 relating to the Class C-1, Class C-2 and Class C-2X Certificates.

                                       40
<PAGE>


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

     "Qualified  Insurer":  An insurance  company or security or bonding company
qualified to write the related  insurance  policy in the relevant  jurisdiction,
which shall have a claims paying ability rating (or, in the case of Moody's,  an
insurance financial strength 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 "A" or better by S&P and "A2" or
better by Moody's,  unless in the case where such insurance  company or security
or  bonding  company  is not so  rated  by such  Rating  Agency,  Rating  Agency
Confirmation has been obtained from such Rating Agency with respect to the lower
claims paying ability rating or insurance financial strength rating.

     "Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage" within
the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in
Treasury Regulation Section 1.860G-2(f)(2) that treats a defective obligation as
a qualified mortgage), or any substantially similar successor provision.

     "Qualified Environmental Consultant":  An Independent Person, with at least
five years of relevant experience,  who regularly conducts  environmental audits
for purchasers of commercial  properties located in the same general area as the
Mortgaged Property.

     "Qualified  Substitute  Mortgage  Loan": A mortgage loan  substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such  substitution:  (i) have an outstanding  principal  balance,  after
application  of all  scheduled  payments of principal and interest due during or
prior to the  month of  substitution,  not in  excess  of the  Stated  Principal
Balance of the Deleted  Mortgage  Loan as of the Due Date in the calendar  month
during which the  substitution  occurs;  (ii) have a Mortgage Rate not less than
the Mortgage Rate of the Deleted  Mortgage Loan; (iii) have the same Due Date as
the Deleted Mortgage Loan; (iv) accrue interest on the same basis as the Deleted
Mortgage Loan (for example,  on the basis of a 360-day year consisting of twelve
30-day  months);  (v) have a remaining term to stated maturity not greater than,
and not more than two years less than, the remaining term to stated  maturity of
the Deleted Mortgage Loan; (vi) have an original  Loan-to-Value Ratio not higher
than that of the Deleted  Mortgage  Loan and a current  Loan-to-Value  Ratio not
higher than the then-current  Loan-to-Value  Ratio of the Deleted Mortgage Loan;
(vii) comply as of the date of substitution with all of the  representations and
warranties set forth in the applicable Mortgage Loan Purchase Agreement,  (viii)
have  a  Phase  I  Environmental   Assessment  from  a  Qualified  Environmental
Consultant  relating to the related  Mortgaged  Property in its Master  Servicer
Mortgage File; (ix) have an original debt service  coverage ratio not lower than
the original debt service coverage ratio of the Deleted Mortgage Loan and have a
current debt service coverage ratio not lower than the then-current debt service
coverage ratio of the Deleted Mortgage Loan; and (x) be determined by an Opinion
of  Counsel  (at  the  expense  of the  applicable  Seller)  to be a  "qualified
replacement  mortgage"  within the  meaning of Section  860G(a)(4)  of the Code;
provided  that no such  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

                                       41
<PAGE>

mortgage  loan  shall be  substituted  for a Deleted  Mortgage  Loan  unless the
Trustee  and  the   Certificate   Administrator   have  received  Rating  Agency
Confirmation (the cost, if any, of obtaining such confirmation to be paid by the
applicable Seller) with respect to such substitution; and provided, further that
no such mortgage  loan shall be  substituted  for a Deleted  Mortgage Loan if it
would result in an Adverse REMIC Event in respect of REMIC I, REMIC II, or REMIC
III or an Adverse  Grantor  Trust  Event;  and  provided,  further  that no such
mortgage  loan  shall be  substituted  for a Deleted  Mortgage  Loan  unless the
Operating  Adviser shall have approved of such  substitution  based upon,  among
other  considerations,  an  engineering  report  and  the  Environmental  Report
obtained  with  respect to such  Mortgage  Loan  (provided,  however,  that such
approval  of  the  Operating  Adviser  may  not  be  unreasonably  withheld,  as
determined  by the  Special  Servicer).  In the event that one or more  mortgage
loans are substituted for one or more Deleted  Mortgage Loans,  then the amounts
described in clause (i) shall be determined on the basis of aggregate  principal
balances and the rates  described in clause (ii) above and the remaining term to
stated  maturity  referred  to in clause  (v)  above  shall be  determined  on a
weighted  average  basis.  Whenever  a  Qualified  Substitute  Mortgage  Loan is
substituted for a Deleted  Mortgage Loan pursuant to this Agreement,  the Seller
effecting such  substitution  shall certify that such Mortgage Loan meets all of
the  requirements  of this definition and shall send such  certification  to the
Trustee and the Certificate Administrator.

     "Rated Final Distribution Date": The Distribution Date in March 2034.

     "Rating Agency": Each of Moody's and S&P.

     "Rating Agency  Confirmation":  With respect to any matter,  where required
under this Agreement,  a written  confirmation from the applicable Rating Agency
that a proposed action, failure to act, or other event specified herein will not
in and of itself  result  in such  Rating  Agency's  withdrawal,  downgrade,  or
qualification of the  then-current  rating assigned to any Class of Certificates
then rated by such Rating  Agency  (the  placing of a Class of  Certificates  on
"negative  credit  watch"  status  shall be  considered a  "qualification"  of a
rating).

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

     "Realized  Loss":  (x) With respect to each  defaulted  Mortgage Loan as to
which a Final Recovery  Determination  has been made, or with respect to any REO
Mortgage 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, in the case of an REO Property, the
related REO Mortgage Loan) as of the  commencement  of the Collection  Period in
which the Final  Recovery  Determination  was made,  plus (ii) all  accrued  but
unpaid  interest on such Mortgage Loan (or, in the case of an REO Property,  the
related REO Mortgage Loan) at the related Mortgage Rate to but not including the
Due Date in the Collection Period in which the Final Recovery  Determination was
made, in any event determined  without taking into account the amounts described
in  subclause  (iv)  of this  sentence,  plus  (iii)  any  related  unreimbursed
Servicing  Advances as of the commencement of the Collection Period in which

                                       42
<PAGE>

the  Final  Recovery  Determination  was  made,  together  with any new  related
Servicing  Advances made during such Collection  Period,  minus (iv) all related
Liquidation  Proceeds (net of any related Liquidation  Expenses paid therefrom);
(y) with respect to any Mortgage Loan as to which any portion of the outstanding
principal or accrued  interest owed thereunder was forgiven in connection with a
bankruptcy  or  similar   proceeding   involving  the  related   Borrower  or  a
modification,  waiver or amendment of such Mortgage Loan granted or agreed to by
the Master Servicer or Special Servicer  pursuant to Section 3.28, the amount of
such principal or interest (other than Default Interest or Deferred Interest) so
forgiven;  and (z) with  respect to any  Mortgage  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   Borrower  or  a
modification,  waiver or amendment of such Mortgage Loan granted or agreed to by
the Master Servicer or Special Servicer  pursuant to Section 3.28, the amount of
the  consequent  reduction in the interest  portion of each  successive  Monthly
Payment due thereon  (provided,  that 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 each  Distribution  Date, the last Business
Day of the month preceding the month in which such Distribution Date occurs.

     "Regulation D": Regulation D under the 1933 Act.

     "Related Class of  Certificates"  and "Related REMIC II Regular  Interest":
For any Class of REMIC II Regular  Interest,  the related Class of  Certificates
set forth below and for any Class of Certificates  (other than the Interest Only
Certificates,  the Class V, Class R-I, Class R-II or Class R-III  Certificates),
the related Class of REMIC II Regular Interests set forth below:

                                                           Related REMIC II
          Related Class of Certificates                   Regular Interest

                 Class A-1                              Class A-1-II Interest
                 Class B                                Class B-II Interest
                 Class C-1                              Class C-1-II Interest
                 Class C-2                              Class C-2-II Interest
                 Class D                                Class D-II Interest
                 Class E                                Class E-II Interest
                 Class F                                Class F-II Interest
                 Class G                                Class G-II Interest
                 Class H                                Class H-II Interest
                 Class J                                Class J-II Interest
                 Class K                                Class K-II Interest
                 Class L                                Class L-II Interest
                 Class M                                Class M-II Interest
                 Class N                                Class N-II Interest
                 Class O                                Class O-II Interest


                                       43
<PAGE>

     With  respect to the Class A-2  Certificates,  the Class A-2A  Component is
related to the Class A-2A-II Interest and the Class A-2B Component is related to
the Class A-2B-II Interest.

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

     "REMIC I": The segregated pool of assets included in the Trust Fund created
hereby and to be  administered  hereunder,  consisting of the Mortgage Loans, as
from time to time are subject to this  Agreement,  the Mortgage  Files  relating
thereto,  all  proceeds of and payments  under such  Mortgage  Loans  (excluding
Deferred  Interest)  received  after the Cut-off  Date,  such amounts in respect
thereof  as  shall  from  time to time be held in the  Collection  Account,  the
Distribution  Account,  the Interest  Reserve  Account,  the Excess  Liquidation
Proceeds Account and the REO Account, and any REO Properties acquired in respect
of any  Mortgage  Loan,  for which a REMIC  election  is to be made  pursuant to
Section 10.1.  Pursuant to Treasury Regulation Section  1.860D-1(b)(2)(ii),  the
Transferable Servicing Interest is not an interest in REMIC I.

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

     "REMIC I Regular Interest":  With respect to each Mortgage Loan (including,
without  limitation,   each  REO  Mortgage  Loan,  but  excluding  any  Deferred
Interest),  the separate uncertificated interest in REMIC I issued in respect of
such Mortgage Loan hereunder and designated as a "regular  interest" in REMIC I.
Each REMIC I Regular Interest shall represent a right to receive interest at the
related REMIC I Remittance Rate and  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 initial Stated Principal
Balance of the related  Mortgage Loan as of the Cut-off Date).  The  designation
for each  REMIC I Regular  Interest  shall be the Loan  Number  for the  related
Mortgage Loan. If a Qualified  Substitute 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  Qualified  Substitute
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 for the
related  Mortgage Loan  (including  without  limitation  an REO Mortgage  Loan);
provided,  that for purposes of calculating  the REMIC I Remittance Rate for any
REMIC I Regular  Interest,  the Net Mortgage Rate for the related  Mortgage Loan
will be determined without regard to any post-Closing Date modification,  waiver
or amendment of the terms of such Mortgage Loan; and provided further,  that for
purposes of  calculating  the REMIC I Remittance  Rate, if the related  Mortgage
Loan is an Interest Reserve Loan, the Net Mortgage Rate of such Interest Reserve
Loan will be adjusted to an annual  rate equal to: a  fraction,  expressed  as a
percentage, the numerator of which is, subject to adjustment as described below,
12 times the  amount  of  interest  that  accrued  (or,  in the  absence  of any
applicable voluntary or involuntary prepayment, would have accrued) with respect
to such Interest Reserve Loan on an Actual/360 Basis during the related Interest
Accrual Period, based on its Stated Principal Balance immediately preceding such
Distribution  Date and its Net

                                       44
<PAGE>

Mortgage Rate as in effect on the Cut-off Date, and the  denominator of which is
the Stated Principal  Balance of the Interest Reserve Loan immediately  prior to
such Distribution Date. Notwithstanding the foregoing, if such Distribution Date
occurs during January (except during a leap year) or February, then, in the case
of any particular Interest Reserve Loan, the numerator of the fraction described
in clause  (a) above will be  decreased  by any  Interest  Reserve  Amount  with
respect to that Interest  Reserve Loan that is  transferred  from the Collection
Account to the Interest Reserve Account during that month. Furthermore,  if such
Distribution  Date occurs  during  March,  then,  in the case of any  particular
Interest  Reserve Loan,  the  numerator of the fraction  described in clause (a)
above will be  increased by any  Interest  Reserve  Amounts with respect to such
Interest  Reserve Loan that are transferred from the Interest Reserve Account to
the Distribution Account during that month. If any Mortgage Loan included in the
Trust Fund as of the Closing Date is replaced by a Qualified Substitute Mortgage
Loan or  Loans,  the REMIC I  Remittance  Rate for the  related  REMIC I Regular
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 the REMIC I Regular
Interests and all distributions  thereon conveyed to the Trustee for the benefit
of REMIC II and for which a separate  REMIC  election is to be made  pursuant to
Section 10.1.

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

     "REMIC II Regular Interest": Any of the uncertificated beneficial interests
in REMIC II issued hereunder and designated as a "regular interest" in REMIC II.
Each REMIC II Regular  Interest shall  represent a right to receive  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.

     "REMIC II Remittance Rate": With respect to each REMIC II Regular Interest,
a rate per annum equal to the Weighted Average REMIC I Remittance Rate.

     "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 Pool":  Each of the three segregated pools of assets designated as a
REMIC pursuant to Section 10.1.

     "REMIC  Provisions":  Provisions of the federal  income tax law relating to
real estate mortgage investment  conduits,  which appear at Section 860A through
860G of  Subchapter  M of Chapter 1 of the Code,  and  related  provisions,  and
regulations  (including  any  proposed

                                       45
<PAGE>

regulations that, by virtue of their proposed  effective date could apply to the
REMIC Pools) and rulings  promulgated  thereunder,  as the  foregoing  may be in
effect from time to time.

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

     "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:

          (a) 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 of 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);

          (b) any amount received or accrued,  directly or indirectly,  from any
Person if the Trust Fund owns directly or indirectly  (including by attribution)
a 10% or greater interest in such Person  determined in accordance with Sections
856(d)(2)(B) and (d)(5) of the Code;

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

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

          (e) 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% of
the total rent received or accrued under, or in connection with, the lease.

     "REO Account": As defined in Section 3.17(b).

     "REO Grace Period": As defined in Section 3.17(a).

     "REO Mortgage  Loan":  Any Mortgage Loan as to which the related  Mortgaged
Property has become an REO Property.

     "REO Proceeds":  With respect to any REO Property, all revenues received by
the Special  Servicer with respect to such REO Property  that do not  constitute
Liquidation Proceeds.

     "REO  Property":  A Mortgaged  Property title to which has been acquired by
the Master  Servicer on behalf of the Trust Fund  through  foreclosure,  deed in
lieu of foreclosure or otherwise.

                                       46

<PAGE>

     "Repurchase Price": With respect to any Mortgage Loan to be repurchased, or
any Deleted  Mortgage  Loan to be replaced  by the  substitution  of one or more
Qualified  Substitute  Mortgage Loans,  pursuant to Section 2.3 or any Specially
Serviced  Mortgage  Loan, or the REO Mortgage Loan relating to any REO Property,
to be sold or repurchased pursuant to Section 3.18, an amount, calculated by the
Master Servicer equal to:

          (a) the unpaid  principal  balance of such  Mortgage  Loan (or, in the
case of any REO Property,  the related REO Mortgage Loan) (after  application of
all principal  payments  (including  prepayments)  collected and other principal
amounts  recovered  on such  Mortgage  Loan)  as of the date of  receipt  of the
Repurchase  Price or the date of  substitution,  as the case may be,  hereunder;
plus

          (b) unpaid  interest  accrued on such  Mortgage  Loan or REO  Mortgage
Loan, as  applicable,  at the related  Mortgage Rate (after  application  of all
interest payments  collected and other amounts recovered (and applied to accrued
interest)  on such  Mortgage  Loan) to, but not  including,  the Due Date in the
Collection Period during which the applicable  purchase or substitution  occurs,
excluding any Deferred Interest accrued on such Mortgage Loan; plus

          (c) any  unreimbursed  Servicing  Advances,  all  accrued  and  unpaid
interest on Advances  (including  P&I Advances) at the Advance Rate,  any unpaid
Servicing  Compensation (other than Master Servicer Fees and the Standby Special
Servicer  Fee),  and any  unpaid or  unreimbursed  expenses  of the  Trust  Fund
allocable to such Mortgage Loan or REO Mortgage Loan, as  applicable,  as of the
date of receipt of the Repurchase Price or the date of substitution, as the case
may be, hereunder; plus

          (d) in the event that such  Mortgage  Loan or REO  Mortgage  Loan,  as
applicable,  is required to be repurchased or replaced  pursuant to Section 2.3,
expenses  reasonably  incurred  or to be incurred  by the Master  Servicer,  the
Special Servicer, the Certificate Administrator or the Trustee in respect of the
breach  or defect  giving  rise to the  repurchase  or  replacement  obligation,
including  any expenses  arising out of the  enforcement  of the  repurchase  or
replacement obligation.

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

     "Required  Appraisal Loan": Any Mortgage Loan (including without limitation
any REO Mortgage Loan) as to which an Appraisal Reduction Event has occurred and
is continuing.

     "Reserve  Accounts":  With respect to any Mortgage Loan,  reserve or escrow
accounts,  if any,  established  pursuant to the related Mortgage Loan Documents
and any Escrow Account. Each Reserve Account shall be an Eligible Account except
to the  extent  precluded  by  applicable  law and  the  related  Mortgage  Loan
Documents.  Any Reserve Account shall be  beneficially  owned for federal income
tax purposes by the Person who is entitled to receive the reinvestment income or
gain thereon in accordance with the related  Mortgage Loan Documents and Section
3.7.

                                       47
<PAGE>

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

     "Responsible Officer": (i) Any officer of the Asset-Backed Securities Trust
Services  Group of the  Certificate  Administrator  (and,  in the event that the
Certificate  Administrator is the Certificate  Registrar or the Paying Agent, an
officer of the  Certificate  Registrar or the Paying Agent,  as applicable)  and
(ii) any officer of the Trustee assigned to the Corporate Trust Office,  in each
case with direct  responsibility  for the  administration  of this Agreement and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's or employee's knowledge of and familiarity
with the particular subject,  and, in the case of any certification  required to
be signed by a Responsible  Officer,  such an officer or employee whose name and
specimen  signature  appears on a list of corporate trust officers and employees
furnished   to  the  Master   Servicer  by  the   Trustee  or  the   Certificate
Administrator, as applicable, as such list may from time to time be amended.

     "Review  Threshold":  A Mortgage  Loan  having one of the then ten  largest
current  outstanding  principal  balances of all Mortgage  Loans in the Mortgage
Pool. For this purpose, all  Cross-Collateralized  Loans in a Cross-Collaterized
Group and groups of Mortgage Loans with the same or affiliated Borrowers will be
aggregated and treated as one.

     "Revised   Interest   Rate":   Any   increased   Mortgage   Rate   after  a
Hyper-Amortization Date.

     "Rule 144A": Rule 144A, under the 1933 Act.

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

     "Scheduled  Final  Distribution   Date":  With  respect  to  any  Class  of
Certificates,  the Distribution Date on which the aggregate  Certificate Balance
or aggregate  Notional Amount, as the case may be, of such Class of Certificates
would be reduced to zero based on the Prepayment  Assumption.  Such Distribution
Date shall in each case be as follows:


                                       48
<PAGE>

                                                                Scheduled
                  Class Designation                      Final Distribution Date
                     Class A-1                                December 2009
                     Class A-2                                  March 2011
                     Class X-1                                  March 2021
                     Class X-2                                  March 2008
                     Class X                                    March 2021
                     Class B                                    March 2011
                     Class C-1                                  March 2011
                     Class C-2                                  March 2011
                     Class C-2X                                 March 2011
                     Class D                                    March 2011
                     Class E                                    April 2011
                     Class F                                    April 2011
                     Class G                                    April 2011
                     Class H                                    April 2011
                     Class J                                    April 2011
                     Class K                                    April 2011
                     Class L                                   October 2015
                     Class M                                  November 2015
                     Class N                                  November 2015
                     Class O                                    March 2021

The Class V, Class R-I,  Class R-II and Class R-III  Certificates  do not have a
Scheduled Final Distribution Date.

     "Securities  Depository":  The Depository  Trust Company,  or any successor
Securities  Depository  hereafter named.  The nominee of the initial  Securities
Depository,  for  purposes  of  registering  those  Certificates  that are to be
Book-Entry  Certificates,  is Cede & Co. The Securities  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 1934 Act.

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

     "Seller":  With respect to the Owner Trust Loans,  Midland; with respect to
the PNC Loans, PNC, with respect to the MSDWMC Loans,  MSDWMC;  and with respect
to the LaSalle Loans, LaSalle. With respect to Loan Number 35, Heller shall also
be deemed to be the Seller for such Mortgage Loan.

     "Senior  Certificates":  The Class A  Certificates  and the  Interest  Only
Certificates (other than the Class C-2X Certificates).


                                       49
<PAGE>

     "Servicer  Remittance  Report":  A monthly  report  prepared  by the Master
Servicer  in such media and in CMSA IRP format  (but  excluding  the Loan Set-up
File, which is only delivered once pursuant to Section 3.13(a),  and any reports
or files which are  designated  by the CMSA to be  prepared  by the  Certificate
Administrator,  which as of the Start-up Day include the Bond Level File and the
Collateral  Summary  File) as may be agreed upon by the Master  Servicer and the
Certificate  Administrator  containing such  information  regarding the Mortgage
Loans as will permit the Certificate  Administrator  to calculate the amounts to
be   distributed   pursuant  to  Section  4.3  and  to  furnish   statements  to
Certificateholders  pursuant  to  Section  4.4 and  containing  such  additional
information as the Master  Servicer and the Certificate  Administrator  may from
time to time agree.

     "Servicing  Advance":  As to any  Mortgage  Loan,  any advance  made by the
Master  Servicer,  the  Trustee  or any  Fiscal  Agent in  respect  of costs and
expenses incurred pursuant to Section 3.9, Section 3.10,  Section 3.17,  Section
3.23 and Section  3.28 or any  expenses  incurred to protect  and  preserve  the
security for such Mortgage Loan or taxes and assessments or insurance  premiums,
pursuant to Section 3.4,  Section 3.8 or Section  3.22,  as  applicable,  or any
other item designated as such hereunder.

     "Servicing  Compensation":  With respect to each Mortgage  Loan, the Master
Servicer  Fee, the Standby  Special  Servicer  Fee and the Special  Servicer Fee
which  shall  be due  to the  Master  Servicer  and  the  Special  Servicer,  as
applicable,  and such other  compensation  of the Master  Servicer  and  Special
Servicer specified in Section 3.12 (including,  without limitation,  Disposition
Fees and Workout Fees), as adjusted pursuant to Section 3.25.

     "Servicing Officer":  Any officer or employee of the Master Servicer or the
Special  Servicer  involved  in, or  responsible  for,  the  administration  and
servicing of the Mortgage  Loans or this  Agreement and also,  with respect to a
particular  matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject, and, in
the case of any certification required to be signed by a Servicing Officer, such
an officer  whose name and  specimen  signature  appears on a list of  servicing
officers  furnished  to the Trustee  and the  Certificate  Administrator  by the
Master Servicer or the Special  Servicer,  as applicable,  as such list may from
time to time be amended.

     "Servicing Standard":  The standards for the conduct of the Master Servicer
and the Special  Servicer in the  performance  of their  respective  obligations
under this Agreement as set forth in Section 3.1(a).

     "Single  Purpose  Entity":  Any  Person,  other than an  individual,  whose
organizational  documents provide that: (1) such Person is formed solely for the
purpose of owning and holding  United States  Treasury  obligations  required or
permitted to be pledged in lieu of prepayment in accordance  with the defeasance
provisions of one or more Mortgage Loan as provided in Section 3.28(f); (2) such
Person (a) does not engage in any business  unrelated  to such  property and the
financing thereof;  (b) does not have any assets other than those related to its
interest  in the  United  States  Treasury  obligations  pledged  as  defeasance
collateral;  (c)  maintains its own books,  records and  accounts,  in each case
which are separate  and apart from the books,  records and

                                       50
<PAGE>

accounts of any other  person;  (d)  conducts  business in its own name and uses
separate  stationary,  invoices and checks; (e) does not guarantee or assume the
debts or obligations  of any other person;  (f) does not commingle its assets or
funds with those of any other person;  (g) transacts business with affiliates on
an arm's length basis pursuant to written  agreements;  and (h) holds itself out
as being a legal  entity,  separate  and apart from any other  Person;  (3) such
documents  may  not be  amended  with  respect  to  the  Single  Purpose  Entity
requirements  while  it  holds  any of the  defeasance  collateral;  and (4) any
dissolution  or winding up or  insolvency  filing for such entity  requires  the
unanimous consent of all partners or members, as applicable.

     "Special Servicer": Midland, or its successor in interest, or any successor
special servicer appointed as herein provided.

     "Special  Servicer Fee":  With respect to any Specially  Serviced  Mortgage
Loan or REO Mortgage Loan and for any Distribution  Date, an amount per calendar
month  equal to the product of (i) the  Special  Servicer  Fee Rate and (ii) the
Stated  Principal  Balance  of  such  Specially  Serviced  Mortgage  Loan or REO
Mortgage  Loan,  as  applicable,  as of the Due Date in the month  preceding the
month in which such Distribution Date occurs.

     "Special  Servicer Fee Rate": A rate equal to 0.25% per annum, such rate to
be calculated on the same basis as the related Mortgage Rate (e.g.  "Actual/360"
or "30/360").

     "Specially  Serviced Mortgage Loan":  Subject to Section 3.24, any Mortgage
Loan with respect to which:

          (a) the related Borrower is 60 or more days delinquent (without giving
effect to any grace period  permitted  by the related  Note) in the payment of a
Monthly Payment or other obligation;

          (b) such Borrower has expressed to the Master Servicer an inability to
pay or a hardship in paying such Mortgage Loan in accordance with its terms;

          (c) the Master  Servicer or the Special  Servicer has received  notice
that such  Borrower  has become the  subject of any  bankruptcy,  insolvency  or
similar  proceeding,  admitted in writing the inability to pay its debts as they
come due or made an assignment for the benefit of creditors;

          (d) the  Master  Servicer  has  received  notice of a  foreclosure  or
threatened foreclosure of any lien on the related Mortgaged Property;

          (e) a default,  of which the Master  Servicer or the Special  Servicer
has notice  (other than a failure by such Borrower to pay principal or interest)
and which in the sole judgment of the Master  Servicer or the Special  Servicer,
as  applicable,   materially   and  adversely   affects  the  interests  of  the
Certificateholders,  has  occurred and remained  unremedied  for the  applicable
grace  period  specified  in such  Mortgage  Loan  (or,  if no grace  period  is
specified,  60 days);  provided,  however,  that a default requiring a Servicing
Advance shall be deemed to

                                       51
<PAGE>

materially  and  adversely  affect the interests of the  Certificateholders  for
purposes of this definition;

          (f) such Borrower has failed to make a Balloon Payment as and when due
(except where either (i) the Master  Servicer and the Special  Servicer agree in
writing  that such  Mortgage  Loan is  likely to be paid in full  within 30 days
after such default or (ii) on or before the date of such default,  such Borrower
has delivered to the Master  Servicer a firm commitment to refinance the related
Mortgage Loan within sixty days of such default); or

          (g) the Master  Servicer  proposes  to commence  foreclosure  or other
workout arrangements.

     A Mortgage Loan will cease to be a Specially Serviced Mortgage Loan:

               (i) with respect to the circumstances described in clause (a) and
(f) above,  when the related  Borrower  has brought such  Mortgage  Loan current
(with  respect to the  circumstances  described  in clause (f),  pursuant to any
workout   implemented  by  the  Special  Servicer)  and  thereafter  made  three
consecutive full and timely Monthly Payments;

               (ii) with respect to the  circumstances  described in clauses (b)
and (d) above, when such circumstances cease to exist in the reasonable judgment
of the Special  Servicer,  and with  respect to the  circumstances  described in
clauses (c) and (g), when such circumstances cease to exist; or

               (iii) with respect to the  circumstances  described in clause (e)
above, when such default is cured;

provided,  however, in each case that at the time no circumstance  identified in
clauses  (a) through (g) above  exists  that would  cause the  Mortgage  Loan to
continue to be characterized as a Specially Serviced Mortgage Loan.

     "Standby  Special Servicer Fee": With respect to each Mortgage Loan and for
any Distribution  Date, an amount per calendar month equal to the product of (i)
the Standby Special Servicer Fee Rate and (ii) the Stated  Principal  Balance of
such  Mortgage  Loan as of the Due  Date in the  calendar  month  preceding  the
calendar  month in which such  Distribution  Date occurs (or, in the case of the
initial  Distribution  Date, as of the Cut-off  Date);  provided,  however,  the
Standby  Special  Servicer  Fee for the Danbury Loan and the Mills Loan shall be
zero.

     "Standby Special Servicer Fee Rate": A rate equal to 0.005% per annum, such
rate to be  calculated  on the same basis as the  related  Mortgage  Rate (e.g.,
"Actual/360" or "30/360").

     "Start-up  Day":  The day  designated as such pursuant to Section  10.1(c).

     "Stated Maturity Date":  With respect to any Mortgage 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

                                       52
<PAGE>

connection  with a  bankruptcy  or  similar  proceeding  involving  the  related
Borrower or a modification, waiver or amendment of such Mortgage Loan granted or
agreed to by the Master Servicer or Special Servicer pursuant to Section 3.28.

     "Stated Principal Balance":  As of any date of determination,  with respect
to any Mortgage Loan  (including  without  limitation any REO Mortgage Loan), an
amount equal to (a) the unpaid principal balance of such Mortgage Loan as of the
Cut-off Date (or, in the case of a Qualified Substitute Mortgage Loan, as of the
related  date of  substitution),  after  application  of all  payments due on or
before such date, whether or not received,  reduced on a permanent basis on each
subsequent  Distribution  Date (to not less than zero) by (b) the sum of (i) all
payments  (or P&I  Advances  in lieu  thereof)  of,  and all  other  collections
allocated  as provided in Section 1.2 to,  principal  of or with respect to such
Mortgage 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 Mortgage Loan during the related Collection Period;  provided
that, notwithstanding the foregoing, if a Liquidation Event occurs in respect of
such Mortgage  Loan (or any related REO  Property),  then the "Stated  Principal
Balance" of such Mortgage Loan shall be zero  commencing as of the  Distribution
Date in the Collection Period next following the Collection Period in which such
Liquidation Event occurred.

     "Subordinate  Certificates":  Any one or more of the  Class B,  Class  C-1,
Class  C-2,  Class  C-2X,  Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L, Class M, Class N and Class O Certificates.

     "Sub-Servicer":  Any person  with which the Master  Servicer or the Special
Servicer has entered into a  Sub-Servicing  Agreement,  which shall  include any
Initial Sub-Servicer.

     "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 3.2, which shall include
any sub-servicing agreement with an Initial Sub-Servicer.

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

     "Tax Returns":  The federal  income tax return on IRS Form 1066,  U.S. Real
Estate  Mortgage  Investment  Conduit  Income Tax Return,  including  Schedule Q
thereto,  Quarterly Notice to Residual  Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each of
REMIC I, REMIC II and REMIC III under the REMIC  Provisions,  together  with any
and all  other  information,  reports  or  returns  that may be

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<PAGE>

required to be furnished to the  Certificateholders or filed with the IRS or any
other governmental taxing authority under any applicable  provisions of federal,
state or local tax laws.

     "Termination  Date":  The  Distribution  Date on which  the  Trust  Fund is
terminated pursuant to Section 9.1.

     "Termination Price": As defined in Section 9.1(b).

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

     "Transferable  Servicing  Interest":  Subject to  reduction  by the Trustee
pursuant  to  Section  3.12(a),  the amount by which the  Master  Servicer  Fees
otherwise  payable to the Master  Servicer  hereunder  exceed the sum of (i) the
Primary  Servicing  Fees  and (ii)  the  amount  of such  Master  Servicer  Fees
calculated using the Minimum Master Servicer Fee Rate.

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

     "Transferee    Affidavit":    As    defined    in    Section    5.2(g)(ii).

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

     "Transferor Letter": As defined in Section 5.2(g)(ii).

     "Trust Fund": The corpus of the trust created hereby and to be administered
hereunder,  consisting  of:  (i) such  Mortgage  Loans as from  time to time are
subject to this  Agreement,  together with the Mortgage Files relating  thereto;
(ii) all payments on or  collections in respect of such Mortgage Loans due after
the Cut-off Date or, in the case of a Qualified  Substitute Mortgage Loan, after
the date of substitution;  (iii) any REO Property; (iv) all revenues received in
respect of REO Property;  (v) the Master Servicer's,  the Special Servicer's and
the Trustee's rights under the insurance  policies with respect to such Mortgage
Loans  required to be  maintained  pursuant to this  Agreement  and any proceeds
thereof;  (vi) the  Trustee's  right,  title and  interest in and to the Reserve
Accounts,  the Collection  Account,  the Grantor Trust Collection  Account,  the
Distribution  Account,  the Grantor  Trust  Distribution  Account,  the Interest
Reserve Account,  the Excess  Liquidation  Proceeds Account and the REO Account;
(vii) the rights and remedies of Depositor  under each  Mortgage  Loan  Purchase
Agreement  (other than the right to  recovery or payment of certain  transaction
expenses,  including certain estimated expenses,  to the extent provided in each
such Mortgage Loan Purchase  Agreement and the right to receive  indemnification
payments under the Indemnification Certificate required of the applicable Seller
under each such Mortgage Loan Purchase Agreement); (viii) the Cash Deposit; (ix)
the REMIC I Regular  Interests and the REMIC II Regular  Interests;  and (x) the
proceeds of any of the foregoing  (other than any interest earned on deposits in
any  Reserve  Account,  to the  extent  such  interest  belongs  to the  related
Borrower).

                                       54

<PAGE>

     "Trustee": Wells Fargo Bank Minnesota, N.A., in its capacity as trustee, or
its  successor  in  interest,  or any  successor  trustee  appointed  as  herein
provided.

     "Trustee Fee": With respect to each Mortgage Loan and for any  Distribution
Date,  an amount per calendar  month equal to the product of (i) the Trustee Fee
Rate and (ii) the Stated  Principal  Balance of such Mortgage Loan as of the Due
Date  in  the  calendar  month  preceding  the  calendar  month  in  which  such
Distribution Date occurs (or, in the case of the initial  Distribution  Date, as
of the  Cut-off  Date).  The  Trustee  Fee  shall be paid out of the  Collection
Account by the Master  Servicer on or before each  Remittance  Date. The Trustee
Fee includes the Certificate Administrator Fee.

     "Trustee  Fee Rate":  A rate equal to  0.0028%  per annum,  such rate to be
calculated on the same basis as the related Mortgage Rate (e.g., "Actual/360" or
"30/360").

     "Trustee  Mortgage File":  With respect to any Mortgage Loan, the documents
listed in Section  2.1(i)  through (xvi)  pertaining to such Mortgage  Loan, the
documents  listed in the  third  paragraph  of  Section  2.1 and any  additional
documents  required to be  deposited  with the  Trustee  pursuant to the express
provisions of this Agreement;  provided,  however,  that with respect to each of
the Danbury Loan and the Mills Loan,  the Trustee  Mortgage  File shall  consist
solely of the  documents  listed in  Section  2.1(i)  and (a) in the case of the
Danbury Loan, an original or copy of the Danbury Intercreditor Agreement and the
Danbury  Trust and  Servicing  Agreement  and (b) in the case of Mills Loan,  an
original of the Mills Intercreditor  Agreement and the Mills Trust and Servicing
Agreement (if any), as applicable.

     "Uncertificated   Accrued   Interest":   With   respect  to  any  class  of
uncertificated  REMIC I Regular  Interests or REMIC II Regular Interests for any
Distribution Date, the product of the  Uncertificated  Principal Balance of such
class as of the close of the preceding Distribution Date (or, in the case of the
first  Distribution  Date,  as of the Closing Date) and the  applicable  REMIC I
Remittance Rate or REMIC II Remittance Rate. The Uncertificated Accrued Interest
in  respect  of each  class of REMIC I Regular  Interests  and REMIC II  Regular
Interests  shall  accrue  on the basis of a 360-day  year  consisting  of twelve
30-day months.

     "Uncertificated  Distributable  Interest":  With  respect  to any  REMIC  I
Regular  Interest or REMIC II Regular  Interest for any  Distribution  Date,  an
amount  equal to: (a) the  Uncertificated  Accrued  Interest  in respect of such
REMIC I Regular Interest or REMIC II Regular  Interest,  as the case may be, for
such  Distribution  Date;  reduced (to not less than zero) by (b) the portion of
any  Net  Aggregate  Prepayment/Balloon  Payment  Interest  Shortfall  for  such
Distribution Date allocated to such REMIC I Regular Interest or REMIC II Regular
Interest,  as the case may be,  as set forth  below;  and  increased  by (c) any
Uncertificated  Distributable  Interest  in  respect  of such  REMIC  I  Regular
Interest or REMIC II Regular  Interest,  as the case may be, for the immediately
preceding  Distribution  Date  that  was  not  deemed  paid  on the  immediately
preceding  Distribution  Date  pursuant  to  Section  4.1  or  Section  4.2,  as
applicable. The Net Aggregate  Prepayment/Balloon Payment Interest Shortfall for
any  Distribution  Date shall be  allocated:  (i)

                                       55
<PAGE>

among the respective REMIC I Regular Interests,  pro rata in accordance with the
respective  amounts of Uncertificated  Accrued Interest with respect thereto for
such  Distribution  Date;  and  (ii)  among  the  respective  REMIC  II  Regular
Interests,  pro rata in accordance with the respective amounts of Uncertificated
Accrued Interest with respect thereto for such Distribution Date.

     "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 initial Stated  Principal  Balance
of the related  Mortgage 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 4.1 and,  if and to the extent  appropriate,  shall be
further reduced on such  Distribution Date as provided in Section 4.6. 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 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  4.2 and,  if and to the  extent
appropriate,  shall be further reduced on such  Distribution Date as provided in
Section 4.6.

     "Underwriting  Agreement":  The Underwriting Agreement dated March 29, 2001
among the  Depositor,  PNC and Morgan  Stanley & Co.  Incorporated,  PNC Capital
Markets,  Inc.,  ABN AMRO  Incorporated  and Deutsche  Banc Alex.  Brown Inc. as
underwriters.

     "Unscheduled  Payments":  With respect to a Mortgage  Loan and a Collection
Period,  all  Liquidation  Proceeds and  Insurance  Proceeds  payable under such
Mortgage Loan,  the Repurchase  Price of such Mortgage Loan if it is repurchased
pursuant to Section 2.3 and the price  specified in Section 9.1 if such Mortgage
Loan is purchased  pursuant thereto,  draws on any letters of credit issued with
respect to such  Mortgage Loan and any other  payments  under or with respect to
such  Mortgage Loan not scheduled to be made,  including  Principal  Prepayments
(but excluding Prepayment Premiums) received during such Collection Period.

     "Updated  Appraisal":  With  respect  to any  Mortgage  Loan as to which an
appraisal  is  required  to be  obtained  hereunder,  (i) a  fair  market  value
appraisal of the related Mortgaged  Property or REO Property from an independent
appraiser who is a member of the Appraisal  Institute,  which appraisal shall be
conducted in accordance with MAI standards by an appraiser with at least 5 years
experience  in the  related  property  type and in the  jurisdiction  where  the
property  is  located  or  (ii)  if the  Mortgage  Loan  has a then  outstanding
principal  balance equal to or less than $1,000,000,  at the Special  Servicer's
option,  an internal  property  valuation  performed by the Special  Servicer in
accordance with the servicing  standard set forth herein, in each case conducted
subsequent to any appraisal performed on or prior to the Cut-off Date.

     "Voting  Rights":  The voting  rights to which the  Certificateholders  are
entitled hereunder.  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

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<PAGE>

in  proportion  to  the  respective  aggregate  Certificate  Balances  of  their
Certificates  and 2% of the Voting  Rights  shall be allocated to the Holders of
the  Interest  Only  Certificates.  The  Voting  Rights  of  the  Interest  Only
Certificates  will be  allocated  among  the  Class  X-1,  Class X-2 and Class X
Certificates   based  on  their  relative  Notional  Amounts.   The  Class  C-2X
Certificates  shall not have any Voting  Rights.  Voting  Rights  allocated to a
Class of Certificateholders  shall be allocated among such Certificateholders in
proportion  to the  Percentage  Interests  in  such  Class  evidenced  by  their
respective Certificates.

     "Weighted   Average  REMIC  I  Remittance   Rate":  With  respect  to  each
Distribution  Date, the weighted average of the REMIC I Remittance Rates for the
REMIC  I  Regular   Interests,   weighted   on  the  basis  of  the   respective
Uncertificated  Principal  Balances of the REMIC I Regular  Interests  as of the
close of business  on the  preceding  Distribution  Date (or, in the case of the
first Distribution Date, as of the Closing Date).

     "Workout Fee": As defined in Section 3.12(b).

          Section 1.2. Certain Calculations.

     Unless otherwise specified herein, the following provisions shall apply:

          (a) All calculations of interest  (excluding  interest on the Mortgage
Loans,  which  shall  be  calculated  pursuant  to  the  related  Mortgage  Loan
Documents)  provided  for  herein  shall be made on the basis of a 360-day  year
consisting of twelve 30-day months.

          (b) The  portion  of any  Insurance  Proceeds,  Liquidation  Proceeds,
Repurchase Price,  Substitution Shortfall Amounts or Net REO Proceeds in respect
of a Mortgage Loan  allocable to principal and  Prepayment  Premiums shall equal
the total amount of such proceeds minus (a) first,  any portion  thereof payable
to the Master Servicer as Master Servicer Fees, the Special  Servicer as Standby
Special   Servicer   Fees,   the   Certificate   Administrator   as  Certificate
Administrator  Fees or the Trustee as Trustee Fees;  to the Trustee,  any Fiscal
Agent,  Master  Servicer  or Special  Servicer  as  reimbursement  of  Servicing
Advances; and to the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer as reimbursement of Liquidation Expenses pursuant to the
provisions  of this  Agreement  and (b)  second,  any portion  thereof  equal to
interest on the unpaid  principal  balance of such  Mortgage Loan at the related
Net  Mortgage  Rate from the Due Date as to which  interest was last paid by the
related  Borrower up to but not including the Due Date in the Collection  Period
in which such proceeds are received. Allocation of such amount between principal
and Prepayment Premium shall be made first to principal and second to Prepayment
Premium.

          (c) Any  Mortgage  Loan  payment is deemed to be  received on the date
such  payment  is  actually  received  by the  Master  Servicer  or the  Special
Servicer;  provided,  however, that for purposes of calculating distributions on
the  Certificates,  partial  Principal  Prepayments with respect to any Mortgage
Loan are deemed to be received on the date they are applied in  accordance  with
Section 3.1(b) to reduce the outstanding principal balance of such Mortgage Loan
on which interest accrues.


                                       57
<PAGE>

          Section 1.3. Certain Constructions.

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

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

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

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

                                  ARTICLE II.

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

          Section   2.1.   Conveyance   and   Assignment   of  Mortgage   Loans.

     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 sell, transfer, assign, set over and otherwise convey to the Trustee without
recourse  (except  to the  extent  herein  provided)  all the  right,  title and
interest of the Depositor in and to the Mortgage Loans,  including all rights to
payments  in  respect  thereof,  except as set  forth  below,  and any  security
interest  thereunder  (whether in real or personal property and whether tangible
or intangible) in favor of the Depositor, and all Reserve Accounts and all other
assets  included  or to be  included  in the Trust  Fund for the  benefit of the
Certificateholders. Such transfer and assignment includes all scheduled payments
of interest and  principal  due after the Cut-off Date (whether or not received)
and all  payments of interest  and  principal  received by the  Depositor or the
Master Servicer on or with respect to the Mortgage Loans after the Cut-off Date,
other than any such payments of interest or principal which were due on or prior
to the Cut-off  Date. In  connection  with such  transfer and  assignment of all
interest and principal due with respect to the Mortgage  Loans after the Cut-off
Date, the Depositor  shall make a cash deposit to the Collection  Account on the
Closing Date in an amount equal to the Cash Deposit. The Depositor, concurrently
with the execution and delivery hereof, does also hereby sell, transfer, assign,
set over and otherwise  convey to the Trustee  without  recourse  (except to the
extent provided  herein) all the right,  title

                                       58
<PAGE>

and  interest  of the  Depositor  in, to and under the  Mortgage  Loan  Purchase
Agreements  (other than the right to recovery or payment of certain  transaction
expenses,  including certain estimated expenses,  to the extent provided in each
such  Mortgage  Loan  Purchase  Agreement  and  the  right  to  receive  certain
indemnification  payments under the indemnification  certificate required of the
applicable  Seller  under  each such  Mortgage  Loan  Purchase  Agreement).  The
Depositor shall cause the Reserve  Accounts to be transferred to and held in the
name of the Master Servicer on behalf of the Trustee.

     In  connection  with the transfer and  assignment  of its right,  title and
interest in the  Mortgage  Loans,  the  Depositor  does  hereby  deliver to, and
deposit with, the applicable Custodian on behalf of the Trustee,  with a copy to
the Master Servicer, the following documents or instruments with respect to each
such Mortgage Loan:

          (i) the  original of the  related  Note,  endorsed  by the  applicable
Seller in blank in the following  form:  "Pay to the order of  ________________,
without  recourse"  which the Trustee or its designee is  authorized to complete
and which Note and all  endorsements  thereof  shall  show a  complete  chain of
endorsement  from the Originator to the applicable  Seller,  or in the case of a
missing Note, a lost note affidavit and indemnity in favor of the Depositor, the
Trustee and its successors and assigns;

          (ii) (A) the related  original  recorded  Mortgage,  or a copy thereof
reflecting  recordation,  or a  copy  thereof  certified  by the  related  title
insurance company, public recording office, closing agent or Seller to be in the
form in which  submitted  for  recording,  together  with each related  original
recorded  Assignment of Mortgage which,  together with other such Assignments of
Mortgage,  shows a complete chain of assignment of the related Mortgage from the
applicable  Originator to the applicable  Seller,  or a copy thereof  reflecting
recordation, or a copy thereof certified by the related title insurance company,
public  recording  office,  closing  agent or  Seller to be in the form in which
submitted  for  recording  and (B) the related  original  Assignment of Mortgage
executed by the applicable  Seller in blank which the Trustee or its designee is
authorized  to complete  (and but for the  insertion of the name of the assignee
and  any  related  recording  information  which  is not  yet  available  to the
applicable  Seller,  is in suitable form for recordation in the  jurisdiction in
which the related Mortgaged Property is located);

          (iii) if the related security agreement is separate from the Mortgage,
the original security  agreement or a counterpart  thereof,  and if the security
agreement is not assigned under the Assignments of Mortgage  described in clause
(ii) above,  the related original  assignment of such security  agreement to the
applicable  Seller or a counterpart  thereof and an original  assignment of such
security  agreement executed by the applicable Seller in blank which the Trustee
or its designee is authorized to complete;

          (iv)  (A)  the  acknowledgement  copy  of each  Form  UCC-1  financing
statement  (file  stamped  to  show  the  filing  or  recording  thereof  in the
applicable  public filing or recording  office),  if any, filed or recorded with
respect to  personal  property or  fixtures  constituting  a part of the related
Mortgaged  Property,  or a copy  thereof  in the form  submitted  for  filing or
recording,  together  with a copy of each Form UCC-2 or UCC-3  assignment  (file


                                       59
<PAGE>

stamped to show the filing or recording  thereof in the applicable public filing
or recording  office),  if any, filed or recorded with respect to such financing
statement which, together with other such assignments, shows a complete chain of
assignment of such financing  statement  from the  applicable  Originator to the
applicable  Seller,  or a copy  thereof  in the form  submitted  for  filing  or
recording,  and (B) each Form UCC-2 or UCC-3  assignment  of any such  financing
statement  executed by the  applicable  Seller in blank which the Trustee or its
designee is authorized to complete (and but for the insertion of the name of the
assignee  and any  related  filing  or  recording  information  which is not yet
available to the applicable  Seller, is in suitable form for filing or recording
in the filing or recording office in which such financing statement was filed or
recorded);

          (v) the related  original of the Loan Agreement , if any,  relating to
such Mortgage Loan or a counterpart thereof;

          (vi) the related  original  lender's  title  insurance  policy (or the
original pro forma or specimen title insurance policy or a marked-up  commitment
for lender's title insurance policy, together with a lender's instruction letter
to, and written  acceptance  thereof by, the related  title  insurance  company,
pertaining  to the related  Mortgage and used for the purpose of closing),  or a
copy thereof,  together with any endorsements or riders thereto that were issued
with or subsequent to the issuance of such policy;

          (vii) if any  related  Assignment  of  Leases,  Rents and  Profits  is
separate  from the  Mortgage,  (A) the original  recorded  Assignment of Leases,
Rents and Profits, or a copy thereof reflecting  recordation,  or a copy thereof
certified by the related  title  insurance  company,  public  recording  office,
closing  agent or Seller  to be in the form in which  submitted  for  recording,
together with each related original recorded reassignment of such instrument, if
any, which,  together with other such  reassignments,  shows a complete chain of
assignment of such instrument  from the applicable  Originator to the applicable
Seller, or a copy thereof reflecting recordation, or a copy thereof certified by
the related title insurance company,  public recording office,  closing agent or
Seller to be in the form in which  submitted  for  recording and (B) the related
original  reassignment of such instrument  executed by the applicable  Seller in
blank which the Trustee or its designee is  authorized  to complete (and but for
the insertion of the name of the assignee and any related recording  information
which is not yet  available to the  applicable  Seller,  is in suitable form for
recordation  in the  jurisdiction  in which the  related  Mortgaged  Property is
located)  (any of which  reassignments,  however,  may be  included in a related
Assignment of Mortgage and need not be a separate instrument);

          (viii)  the  original  or a copy of  each  environmental  warranty  or
indemnity agreement and/or environmental  insurance policy, if any, with respect
to such Mortgage Loan;

          (ix) if any related  assignment  of  contracts  is  separate  from the
Mortgage,  the original  assignment of contracts or a copy  thereof,  and if the
assignment  of  contracts  is not  assigned  under the  Assignments  of Mortgage
described in clause (ii) above, the original  reassignment of such instrument to
the  applicable  Seller or a copy thereof and an

                                       60
<PAGE>
original  reassignment of such instrument  executed by the applicable  Seller in
blank which the Trustee or its designee is authorized to complete;

          (x) with respect to the related Reserve Accounts, if any, the original
of any separate  agreement with respect thereto between the related Borrower and
the  Originator or a copy thereof,  and if such  agreement is not assigned under
the  Assignments  of  Mortgage  described  in clause (ii)  above,  the  original
assignment of such agreement to the  applicable  Seller or a copy thereof and an
original assignment of such agreement executed by the applicable Seller in blank
which the Trustee or its designee is authorized to complete;

          (xi) the  original  of any  other  written  agreement,  instrument  or
document securing such Mortgage Loan, including,  without limitation,  originals
of any guaranties  with respect to such Mortgage Loan or the original  letter of
credit,  if any,  with respect  thereto,  together  with any and all  amendments
thereto,  including,  without limitation, an amendment which entitles the Master
Servicer  to draw upon such  letter of credit on behalf of the  Trustee  for the
benefit of the Certificateholders,  and the original of each instrument or other
item of personal  property  given as security for a Mortgage Loan  possession of
which by a secured  party is necessary to a secured  party's  valid,  perfected,
first  priority  security  interest  therein,  together with all  assignments or
endorsements  thereof  necessary  to entitle  the Master  Servicer  to enforce a
valid,  perfected,  first priority  security  interest  therein on behalf of the
Trustee for the benefit of the Certificateholders;

          (xii) with respect to the related  Reserve  Accounts,  if any, (A) the
acknowledgement  copy of each Form UCC-1  financing  statement  (file stamped to
show the filing thereof in the applicable  public filing office),  if any, filed
with  respect to the  security  interest of the  applicable  Originator  in such
Reserve Accounts and all funds contained therein,  or a copy thereof in the form
submitted  for  filing,  together  with a copy  of  each  Form  UCC-2  or  UCC-3
assignment  (file stamped to show the filing  thereof in the  applicable  public
filing office),  if any, filed with respect to such financing  statement,  which
assignment,  together with all other such assignments, shows a complete chain of
assignment of such financing  statement  from the  applicable  Originator to the
applicable  Seller, or a copy thereof in the form submitted for filing,  and (B)
each Form UCC-2 or UCC-3 assignment of any such financing  statement executed by
the  applicable  Seller in blank which the Trustee or its designee is authorized
to  complete  (and but for the  insertion  of the name of the  assignee  and any
related filing  information  which is not yet available to the applicable Seller
is in  suitable  form for  filing in the filing  office in which such  financing
statement was filed);

          (xiii) the  original or a copy of each  assumption,  consolidation  or
substitution  agreement,  if any,  with  evidence of  recording  thereon,  where
appropriate (or a copy thereof certified by the related title insurance company,
public  recording  office,  closing  agent or  Seller to be in the form in which
executed or submitted for recording);

          (xiv) a copy of each ground lease,  as amended,  if any, of all or any
portion of the related Mortgaged Property;

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<PAGE>

          (xv) if any  document or  instrument  described  above is signed by an
attorney in fact or similar  agent on behalf of the related  Borrower or another
party, the original of the applicable power of attorney or a copy thereof; and

          (xvi) originals or copies of any and all amendments, modifications and
supplements to, and waivers related to, any of the foregoing;

provided, however, that if there exists with respect to any Cross-Collateralized
Group only one original of any document described in clauses (i) - (xvi) of this
paragraph   which   pertains   to  all   of   the   Mortgage   Loans   in   such
Cross-Collateralized  Group,  the  inclusion of the original of such document in
the Trustee  Mortgage File for any of such Mortgage Loans and the inclusion of a
copy of such  original  in each of the  Trustee  Mortgage  Files  for the  other
Mortgage Loans in such Cross-Collateralized  Group shall be deemed the inclusion
of such original in the Trustee Mortgage File for each such Mortgage Loan.

     On or promptly following the Closing Date, the Master Servicer with respect
to the  LaSalle  Loans,  the  Owner  Trust  Loans  and  the  PNC  Loans  and the
Certificate Administrator with respect to the MSDWMC Loans shall, at the expense
of the applicable Seller, to the extent possession thereof has been delivered to
it,  complete any  Assignment of Mortgage  delivered in blank pursuant to clause
(ii)(B) above, any assignment of security agreement  delivered in blank pursuant
to clause (iii)  above,  any Form UCC-2 or UCC-3  assignment  delivered in blank
pursuant to clause (iv)(B) or (xii)(B) above,  any reassignment of Assignment of
Leases,  Rents and Profits delivered in blank pursuant to clause (vii)(B) above,
any  reassignment  of  assignment  of contracts  delivered in blank  pursuant to
clause (ix) above and any  assignment of an agreement  with respect to a Reserve
Account  delivered  in blank  pursuant  to clause  (x) above,  in each case,  by
inserting "[Insert name of Trustee],  as trustee for the  Certificateholders  of
PNC Mortgage Acceptance Corp.,  Commercial Mortgage  Pass-Through  Certificates,
Series 2001-C1" as assignee and shall, at the expense of the applicable  Seller,
to the extent  possession  thereof  has been  delivered  to it,  deliver (1) for
recordation, (a) each Assignment of Mortgage referred to in clause (ii)(B) above
which has not yet been submitted for  recordation  and (b) each  reassignment of
Assignment of Leases, Rents and Profits referred to in clause (vii)(B) above (if
not otherwise  included in the related Assignment of Mortgage) which has not yet
been submitted for  recordation;  and (2) for filing or  recordation,  each Form
UCC-2 or UCC-3 financing  statement  assignment referred to in clause (iv)(B) or
(xii)(B) above which has not yet been submitted for filing or recordation. On or
promptly following the Closing Date (but in no event more than 60 days after the
Closing Date), the applicable  Custodian shall, to the extent possession thereof
has been  delivered to it,  complete the  endorsement  of each Note by inserting
"[Insert name of Trustee], as trustee for the Certificateholders of PNC Mortgage
Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-C1"
as endorsee.  The Master  Servicer with respect to the LaSalle Loans,  the Owner
Trust Loans and the PNC Loans and the Certificate  Administrator with respect to
the MSDWMC Loans shall,  upon receipt,  promptly  submit (or cause a third party
contractor to promptly  submit) for recording or filing,  as the case may be, in
the  appropriate  public  recording or filing office,  each such document (other
than the Notes)  delivered  to the Master  Servicer  with respect to the LaSalle
Loans, the Owner Trust Loans and the PNC Loans and the Certificate Administrator
with  respect  to the  MSDWMC  Loans  for such

                                       63

<PAGE>

purpose at the  expense  of the  applicable  Seller.  In the event that any such
document  which is required to be  recorded or filed is not  delivered  by or on
behalf of the  applicable  Seller in proper form for  recording or filing in the
appropriate public recording or filing office or is lost or returned  unrecorded
or unfiled because of an actual or purported defect therein, the Master Servicer
with respect to the LaSalle  Loans,  the Owner Trust Loans and the PNC Loans and
the  Certificate  Administrator  with  respect to the MSDWMC Loans shall its use
reasonable  efforts to  promptly  prepare (or cause the  applicable  Seller or a
qualified third party contractor to promptly prepare) a substitute  document for
signature  by the  Depositor  or  the  applicable  Seller,  as  applicable,  and
thereafter  the Master  Servicer  with respect to the LaSalle  Loans,  the Owner
Trust Loans and the PNC Loans and the Certificate  Administrator with respect to
the MSDWMC Loans (or such third party) shall cause each such document to be duly
recorded or filed at the expense of the applicable  Seller.  The Master Servicer
with respect to the LaSalle  Loans,  the Owner Trust Loans and the PNC Loans and
the Certificate  Administrator with respect to the MSDWMC Loans shall,  promptly
upon receipt of the original of each such  recorded or filed  document,  deliver
such  original  to the  applicable  Custodian.  Notwithstanding  anything to the
contrary  contained  in this Section  2.1, in those  instances  where the public
recording office retains the original  Assignment of Mortgage or reassignment of
Assignment of Leases, Rents and Profits, if applicable,  after any such document
has been recorded, the obligations hereunder of the Depositor shall be deemed to
have been satisfied upon delivery to the applicable  Custodian of a copy of such
Assignment  of Mortgage  or  reassignment  of  Assignment  of Leases,  Rents and
Profits  certified by the public recording office to be a true and complete copy
of the recorded  original  thereof.  If any Seller cannot deliver on the Closing
Date either an original of any recorded document,  or an acknowledgement copy of
any filed document,  described in clause (ii)(A),  (iv)A, (vii)(A),  (xii)(A) or
(xiii)  of the  second  paragraph  of this  Section  2.1 or a copy  of any  such
recorded or filed  document  showing that such document has been file stamped or
otherwise  marked as having  been duly  recorded  or filed with the  appropriate
public  recording or filing  office,  in any case by reason of the fact that the
original  document  or  acknowledgement  copy  has  not  been  returned  by  the
appropriate  recording or filing  office,  such Seller shall (to the extent that
such Seller is so  obligated  under the terms of the  applicable  Mortgage  Loan
Purchase  Agreement)  notify  the  Depositor,   the  Trustee,   the  Certificate
Administrator,  the applicable  Custodian,  the Special Servicer,  the Operating
Adviser  and the  Master  Servicer  in  writing  of such fact and  deliver  such
document  to the  applicable  Custodian  (with  a copy to the  Master  Servicer)
promptly upon such Seller's  receipt  thereof.  If a pro forma or specimen title
insurance policy or a marked-up  commitment for lender's title insurance policy,
together with a lender's  instruction letter to, and written acceptance there of
by, the related title insurance company,  pertaining to the related Mortgage and
used for the purpose of closing,  has been delivered to the applicable Custodian
in lieu of an original title insurance  policy as provided in clause (vi) of the
second paragraph of this Section 2.1, the applicable Seller shall (to the extent
that such Seller is so obligated under the terms of the applicable Mortgage Loan
Purchase  Agreement)  deliver to the  applicable  Custodian  (with a copy to the
Master  Servicer)  the  original  title  insurance  policy,  together  with  any
endorsements  or  riders  thereto  that are  issued  with or  subsequent  to the
issuance of such policy, promptly upon such Seller's receipt thereof.

     All  original  documents  relating  to the  Mortgage  Loans  to the  extent
delivered to the Master Servicer by the applicable Seller or the Depositor which
are not delivered to the Trustee

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<PAGE>

or  applicable  Custodian on its behalf shall be held by the Master  Servicer in
trust,   upon  the  conditions   herein  set  forth,  for  the  benefit  of  the
Certificateholders.  In the  event  that any such  original  document  or a copy
thereof  is  required  pursuant  to the terms of this  Section to be a part of a
Trustee  Mortgage  File,  such  document  shall  be  delivered  promptly  to the
applicable Custodian.

     Notwithstanding  the  foregoing,  with  respect to the Danbury Loan and the
Mills Loan, the Danbury Trustee and the holder of the Mills Non-Pooled Companion
Notes,  respectively,  shall hold the original  documents related to the Danbury
Loan and the Mills Loan, as custodian  for the Trustee,  except in each case for
the original Note owned by the Trust Fund, which shall be held by the applicable
Custodian.  The respective  depositors for the Danbury Trust and the Mills Trust
pursuant to the Danbury  Trust and  Servicing  Agreement and the Mills Trust and
Servicing Agreement, respectively, shall be responsible for filing any necessary
documents  and  assignments  with the  appropriate  recording  offices and shall
review the documents  contained in the related  Mortgage File and provide a copy
of such report to the Trustee and the  Depositor  as and to the extent  provided
for in the related Trust and Servicing  Agreement.  In the event the Mills Trust
is not  established  by  June  30,  2001,  the  applicable  Custodian  shall  be
responsible for performing such actions for the Mills Loan.

          Section 2.2. Acceptance by the Custodian and the Trustee.

     By its  execution  and  delivery  of this  Agreement,  subject to the other
provisions of this Section 2.2, the Trustee acknowledges the assignment to it of
the Mortgage  Loans in good faith without  notice of adverse claims and declares
that it, either  directly or through the  applicable  Custodian,  on its behalf,
holds and will hold such documents and all others  delivered to it  constituting
the Trustee Mortgage File (to the extent the documents  constituting the Trustee
Mortgage File are actually delivered to it or the applicable  Custodian) for any
Mortgage Loan assigned to the Trustee  hereunder in trust,  upon the  conditions
herein  set  forth,   for  the  use  and  benefit  of  all  present  and  future
Certificateholders. Subject to Section 3.21, the applicable Custodian shall hold
any letter of credit included in the Mortgage Files in a custodial capacity only
and shall  have no  obligation  to  maintain,  extend  the term of,  enforce  or
otherwise  pursue any rights  under such letter of credit.  Upon  execution  and
delivery of this Agreement,  the applicable  Custodian shall examine the Trustee
Mortgage Files in its possession, and shall deliver to the Depositor, the Master
Servicer, the Special Servicer, the Operating Adviser, the applicable Seller and
the Placement  Agents a  certification  in the form of Exhibit B-2 to the effect
that:  (A) all  documents  pursuant  to clause  (i) of the second  paragraph  of
Section 2.1 are in its  possession for each Mortgage Loan listed on the Mortgage
Loan  Schedule  for  which it is the  Custodian,  (B) such  documents  have been
reviewed by it and have not been materially mutilated, damaged, defaced, torn or
otherwise  physically  altered,  and such documents relate to such Mortgage Loan
(including whether the original principal balance for each Note conforms to that
listed on the Mortgage Loan  Schedule for the related  Mortgage  Loan),  and (C)
each Note for which it is the  Custodian has been endorsed as provided in clause
(i) of the second paragraph of Section 2.1, which certification shall be subject
to any  exceptions  noted on any  exception  report  prepared by the  applicable
Custodian, and included with such certification.  The applicable

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<PAGE>

Custodian shall review each Trustee Mortgage File within 60 days after the later
of (a) the applicable  Custodian's  receipt of such Trustee Mortgage File or (b)
execution  and  delivery of this  Agreement,  to  ascertain  that all  documents
referred to in clauses (i), (ii), (iv), (vi) and (vii),  and, to the extent such
items are delivered to the applicable Custodian,  clauses (viii), (xi) and (xiv)
of the  second  paragraph  of  Section  2.1  above to be  included  in a Trustee
Mortgage  File  (including  such  documents  as are to be recorded or filed in a
public  recording or filing office as provided in the third paragraph of Section
2.1  above)  have been  received,  have been  executed,  have been  endorsed  or
assigned to the extent required, appear on their face to be what they purport to
be,  purport to be  recorded  or filed (as  applicable)  and have not been torn,
mutilated or otherwise  defaced,  and that such documents relate to the Mortgage
Loans  identified  in the  Mortgage  Loan  Schedule  for  which it is  acting as
Custodian.  In so doing, the applicable  Custodian may rely on the purported due
execution and genuineness of any such document and on the purported  genuineness
of any signature thereon.  If, at the conclusion of such review, any document or
documents  constituting a part of a Trustee Mortgage File have not been executed
or received, have not been endorsed or assigned to the extent required, have not
been  recorded or filed (if  applicable),  are  unrelated to the Mortgage  Loans
identified  in the Mortgage Loan  Schedule,  appear on their face not to be what
they  purport to be or have been  torn,  mutilated  or  otherwise  defaced,  the
applicable  Custodian  shall  promptly so notify the  Depositor,  the  Operating
Adviser,  the  Placement  Agents and the  applicable  Seller (with a copy to the
Master  Servicer  and the  Special  Servicer)  by  providing  a written  report,
substantially  in the form of Exhibit B-3 attached  hereto,  setting forth,  for
each affected Mortgage Loan, in sufficient  detail,  the nature of the defective
or missing document. If any exceptions are noted on such report or if the filing
or recording has not been completed, every 90 days thereafter until the earliest
of (i) the date on which such  exceptions  are eliminated and such recording and
filing  has been  completed,  (ii) the date on which all the  affected  Mortgage
Loans are removed  from the Trust and (iii) the second  anniversary  date of the
Start-up Day, the applicable  Custodian shall provide an updated written report,
substantially in the form of Exhibit B-3 attached hereto, to the Depositor,  the
Operating  Adviser,  the Placement Agents and the applicable Seller (with a copy
to the Certificate Administrator, the Master Servicer and the Special Servicer);
provided,  however, that after the second anniversary of the Start-up Day any of
such  Persons  (or any  Certificateholder)  may request an updated  report.  The
applicable  Custodian  shall not be responsible  for any loss,  cost,  damage or
expense to the Trust Fund  resulting  from any failure to receive  any  document
constituting  a  portion  of a  Trustee  Mortgage  File  noted on such a report.
Neither the Master  Servicer nor the Special  Servicer shall be responsible  for
any loss,  cost,  damage or expense to the Trust Fund resulting from any failure
to receive  any  document  constituting  a portion of a Trustee  Mortgage  File,
subject to their respective obligations under Section 2.3(e) below.

     In reviewing any Trustee Mortgage File pursuant to the preceding  paragraph
or  Section  2.1,  the  applicable  Custodian  will  have no  responsibility  to
determine whether any document or opinion is legal, valid,  effective,  genuine,
binding or enforceable or sufficient or appropriate for the intended  purpose or
that they are other than what they purport to be on their face, whether the text
of any  assignment or endorsement  is in proper or recordable  form (except,  if
applicable,  to  determine  whether  the Trustee is the  assignee or  endorsee),
whether any document has been recorded in accordance  with the  requirements  of
any applicable  jurisdiction,  whether a blanket

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<PAGE>

assignment is permitted in any  applicable  jurisdiction,  or whether any Person
executing  any  document  or  rendering  any opinion is  authorized  to do so or
whether any signature thereon is genuine.

     The  applicable  Custodian  shall  hold  that  portion  of the  Trust  Fund
delivered to the applicable  Custodian consisting of "instruments" (as such term
is defined in Section 9-105 of the Uniform  Commercial  Code as in effect in the
state in which the applicable  Custodian's  offices are located) in the state in
which the  applicable  Custodian's  offices are located  and,  except (i) as set
forth in Section  3.11,  (ii) for the  purpose  of  performing  its  obligations
pursuant to Section  2.1, or (iii) as  otherwise  specifically  provided in this
Agreement,  shall not remove such instruments from such state unless it receives
an Opinion of  Counsel  (obtained  and  delivered  at the  expense of the Person
requesting  the removal of such  instruments  from such state) that in the event
the  transfer of the  Mortgage  Loans to the Trustee is deemed not to be a sale,
after such removal, the Trustee will possess a first priority perfected security
interest in such instruments.

          Section  2.3.  Seller's  Repurchase  of  Mortgage  Loans for  Document
Defaults and Breaches of Representations and Warranties.

          (a) Upon discovery by the Depositor,  the  applicable  Custodian,  the
Master  Servicer,  the Special  Servicer,  the Certificate  Administrator or the
Trustee  of a breach  of any  representation  or  warranty  of PNC under the PNC
Mortgage Loan Purchase Agreement,  Midland under the PNC Owner Trust Certificate
Purchase  Agreement,  MSDWMC under the MSDWMC Mortgage Loan Purchase  Agreement,
Heller under the Heller  Mortgage Loan  Purchase  Agreement or LaSalle under the
LaSalle  Mortgage Loan Purchase  Agreement  with respect to any Mortgage Loan or
that any  document  required to be included  in the Trustee  Mortgage  File with
respect to a Mortgage Loan is missing,  does not conform to the  requirements of
the second paragraph of Section 2.1, or appears not to be what it purports to be
or has been torn,  mutilated or otherwise defaced,  and if such breach or defect
materially and adversely affects the value of the Mortgage Loan or the interests
of the Trustee or the  Certificateholders,  such Person shall give prompt notice
thereof to the applicable Seller,  the Operating  Adviser,  the Master Servicer,
the Special  Servicer,  Certificate  Administrator,  the Trustee,  the Placement
Agents and the Rating Agencies, and such Seller shall (to the extent such Seller
is so  obligated  under  the  terms of the  applicable  Mortgage  Loan  Purchase
Agreement)  either (i) cure such breach or defect,  (ii)  substitute a Qualified
Substitute  Mortgage Loan for such Mortgage Loan and deposit a cash amount equal
to the applicable  Substitution  Shortfall  Amount into the Collection  Account,
subject to the terms of the applicable Mortgage Loan Purchase Agreement and this
Agreement,  or (iii)  repurchase such Mortgage Loan at the Repurchase  Price, in
any event, within 90 days (or, if such breach or defect would cause the Mortgage
Loan to be other than a Qualified Mortgage, 60 days) after the discovery of such
breach  or defect  (or after  notice  thereof  is  received  by the  Seller,  if
permitted by the terms of the applicable Mortgage Loan Purchase  Agreement),  as
the same may be extended,  all pursuant to and as more particularly described in
the  applicable  Mortgage Loan Purchase  Agreement;  provided,  that none of the
Depositor,  the applicable Custodian, the Master Servicer, the Special Servicer,
the Certificate  Administrator  and the Trustee has an obligation to conduct any
investigation  with respect to such matters (except,  in the

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<PAGE>

case of the Trustee  Mortgage  Files, to the extent provided in Sections 2.1 and
2.2). Each Mortgage Loan Purchase Agreement (other than the Heller Mortgage Loan
Purchase Agreement) provides that the absence of certain Mortgage Loan Documents
from a Trustee  Mortgage File as described  therein is conclusively  presumed to
materially   and  adversely   affect  the  interests  of  the  Trustee  and  the
Certificateholders in the related Mortgage Loan. If a Seller is unable to cure a
breach  of any such  representation  or  warranty  or  document  defect  and is,
therefore,   required  to  either  repurchase  the  affected  Mortgage  Loan  or
substitute a Qualified  Substitute Mortgage Loan or Loans for such Mortgage Loan
under the terms of the  applicable  Mortgage Loan Purchase  Agreement,  and such
Mortgage Loan is a Cross-Collateralized  Loan, then for purposes of this Section
2.3, such Seller shall repurchase, or substitute a Qualified Substitute Mortgage
Loan  or  Loans  for,  all  of the  Cross-Collateralized  Loans  in the  related
Cross-Collateralized  Group to the extent  required  to do so under the terms of
the applicable Mortgage Loan Purchase Agreement.

          (b) Upon receipt by the Master Servicer from the applicable  Seller of
the Repurchase Price for a repurchased  Mortgage Loan, the Master Servicer shall
deposit such amount in the  Collection  Account,  and the  Trustee,  pursuant to
Section  3.11,  shall,  upon  receipt of a  certificate  of a Servicing  Officer
certifying as to the receipt by the Master Servicer of the Repurchase  Price and
the deposit of the Repurchase Price into the Collection Account pursuant to this
Section 2.3(b):  (i) notify each Rating Agency and the Operating Adviser of such
repurchase,  (ii) release or cause to be released to the  applicable  Seller the
related  Mortgage File  (provided  that each of the  applicable  Custodian,  the
Master Servicer and the Special  Servicer shall be responsible for releasing any
portion of such Mortgage File in its possession) and (iii) at the expense of the
applicable  Seller,   execute  and  deliver  such  instruments  of  transfer  or
assignment, in each case without recourse,  representation or warranty, as shall
be provided to it and as shall be necessary to vest in the applicable Seller the
legal and beneficial  ownership of any Mortgage Loan released  pursuant  hereto,
and the Trustee, the applicable  Custodian,  the Special Servicer and the Master
Servicer shall have no further  responsibility with regard to such Mortgage File
or the related Mortgage Loan.

          (c) In  connection  with any  substitution  by a Seller of one or more
Qualified  Substitute  Mortgage  Loans for one or more  Deleted  Mortgage  Loans
pursuant  to  Section  2.3(a)(ii),   the  Master  Servicer  will  determine  the
applicable  Substitution  Shortfall Amount.  Upon receipt by the Master Servicer
from the applicable Seller of the Mortgage File(s) (including a Trustee Mortgage
File  or  Files  which  comply  with  Section  2.1)  for the  related  Qualified
Substitute  Mortgage Loan(s) and an amount equal to the applicable  Substitution
Shortfall  Amount,  the Master  Servicer  shall  deliver such  Trustee  Mortgage
File(s) to the  applicable  Custodian and deposit such amount in the  Collection
Account,  and the Trustee,  pursuant to Section 3.11,  shall,  upon receipt of a
certificate  of a  Servicing  Officer  certifying  as  to  the  receipt  of  the
applicable  Substitution Shortfall Amount, the delivery of such Trustee Mortgage
File(s)  to the  applicable  Custodian  and  the  deposit  of  the  Substitution
Shortfall  Amount into the Collection  Account  pursuant to this Section 2.3(c):
(i) notify each Rating  Agency and the Operating  Adviser of such  substitution,
(ii)  release or cause to be  released  to the  applicable  Seller the  Mortgage
File(s) of the Deleted Mortgage Loan(s)  (provided,  that each of the applicable
Custodian, the Master Servicer and the Special Servicer shall be responsible for
releasing any portion of such Mortgage  File(s) in its  possession) and (iii) at
the expense of the applicable  Seller,  execute and deliver such  instruments of
transfer  or  assignment,  in each  case

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<PAGE>

without recourse,  representation or warranty, as shall be provided to it and as
shall be necessary  to vest in the  applicable  Seller the legal and  beneficial
ownership  of each Deleted  Mortgage  Loan  released  pursuant  hereto,  and the
Trustee, the applicable Custodian,  the Special Servicer and the Master Servicer
shall  have no  further  responsibility  with  regard to such  Deleted  Mortgage
Loan(s) or the Mortgage File(s) related thereto.  No substitution may be made in
any calendar month after the Determination Date for such month. Monthly Payments
due with respect to Qualified  Substitute  Mortgage Loans after the related date
of  substitution  shall be part of the Trust  Fund.  Monthly  Payments  due with
respect to Qualified  Substitute  Mortgage Loans on or prior to the related date
of substitution  shall not be part of the Trust Fund and will be remitted by the
Master Servicer to the applicable Seller promptly following receipt.

          (d) In the event that the  applicable  Seller  incurs  any  expense in
connection  with curing a breach of a  representation  or  warranty  pursuant to
Section 2.3(a) which also constitutes a default under the related Mortgage Loan,
the applicable  Seller shall have a right,  and the  applicable  Seller shall be
subrogated  to the rights of the  Trustee,  as successor  to the  mortgagee,  to
recover  the  amount  of such  expenses  from the  related  Borrower;  provided,
however,  that the  Seller's  rights  pursuant to this  Section  2.3(d) shall be
junior,  subject  and  subordinate  to the  rights of the Trust  Fund to recover
amounts  owed by the related  Borrower  under the terms of such  Mortgage  Loan,
including,  without  limitation,  the rights to recover  unreimbursed  Advances,
accrued  and unpaid  interest  on  Advances  at the  Advance  Rate and unpaid or
unreimbursed  expenses of the Trust Fund  allocable to such Mortgage  Loan.  The
Master Servicer or Special Servicer, as applicable, shall use reasonable efforts
in  recovering,  or assisting the  applicable  Seller in  recovering,  from such
Borrower the amount of any such expenses.

          (e) The Master Servicer or the Special Servicer, as applicable,  shall
use its best efforts,  consistent  with the Servicing  Standard,  to enforce the
obligations  of each Seller to cure,  substitute  for or repurchase any Mortgage
Loan which is  discovered  to be a  "Defective  Mortgage  Loan" (as such term is
defined in the applicable Mortgage Loan Purchase Agreement),  or with respect to
which there is a material breach of a representation  or warranty of such Seller
or a material document defect as described in Section 2.3(a), under the terms of
the applicable Mortgage Loan Purchase Agreement and to otherwise  administer the
applicable  Mortgage Loan Purchase  Agreement in accordance  with its respective
terms.

          Section  2.4.   Representations   and  Warranties  of  the  Depositor.

          (a) The  Depositor  hereby  represents  and warrants as of the Closing
Date that:

               (i)  The  Depositor  is  a  corporation  duly  organized  validly
existing and in good standing under the laws of the State of Missouri;

               (ii) The Depositor  has taken all  necessary  action to authorize
the  execution,  delivery and  performance  of this Agreement by it, and has the
power and authority to execute,  deliver and perform this  Agreement and all the
transactions  contemplated hereby,  including, but not limited to, the power and
authority  to sell,  assign and  transfer  its right,  title and interest in the
Mortgage Loans in accordance with this Agreement;

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<PAGE>

               (iii)  This  Agreement  has  been  duly and  validly  authorized,
executed and  delivered  by the  Depositor  and assuming the due  authorization,
execution  and  delivery  of this  Agreement  by each other party  hereto,  this
Agreement and all of the  obligations of the Depositor  hereunder are the legal,
valid and binding  obligations of the Depositor,  enforceable in accordance with
the  terms of this  Agreement,  except as such  enforcement  may be  limited  by
bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or
other laws relating to or affecting  creditors' rights generally,  or by general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law);

               (iv)  The  execution  and  delivery  of  this  Agreement  and the
performance of its obligations hereunder by the Depositor will not conflict with
any  provision  of its  articles  of  incorporation  or  bylaws,  or any  law or
regulation  to which the  Depositor is subject,  or conflict  with,  result in a
breach of or constitute a default under (or an event which, with notice or lapse
of time or both, would constitute a default under) any of the terms,  conditions
or  provisions  of any agreement or instrument to which the Depositor is a party
or by which it is bound, or any state or federal statute, or any order or decree
applicable to the Depositor, or result in the creation or imposition of any lien
on any of the Depositor's  assets or property which,  with respect to any of the
above events, would materially and adversely affect the ability of the Depositor
to carry out its  obligations  under this  Agreement.  The  Depositor  is not in
default in any  material  respect  with  respect to any  agreement  to which the
Depositor is a party.

               (v)  No  consent,   approval,   authorization  or  order  of,  or
registration  or filing with, or notice to any court or  governmental  agency or
body is required for the  execution,  delivery and  performance by the Depositor
of, or compliance by the Depositor with,  this  Agreement,  except (A) for those
consents,  approvals,  authorizations,  orders,  registrations  or filings  that
previously  have been  obtained,  (B) such as may be required under the blue sky
laws of any  jurisdiction  in  connection  with  the  purchase  and  sale of the
Certificates by the Placement Agents, and (C) any recordation of the assignments
of Mortgage Loan Documents to the Trustee  pursuant to Article II, which has not
yet been completed;

               (vi) The articles of incorporation of the Depositor provides that
the Depositor is permitted to engage in only the following activities:

                    (A) To acquire, own, hold, sell, transfer,  assign,  pledge,
finance,  refinance  and  otherwise  deal with (i) loans secured by (x) first or
second mortgages,  deeds of trust or similar liens on multi-family  residential,
commercial or mixed commercial and multi-family residential properties,  and (y)
related  assets,  and (ii) any  participation  interest in, security (in bond or
pass-through  form) or funding agreement based on, backed or collateralized  by,
directly or  indirectly,  any of the  foregoing  (the loans and  related  assets
described  in clause  (A)(i) and the  participation  interests,  securities  and
funding  agreements  described in clause (A)(ii),  collectively,  "Mortgage Loan
Assets");

                    (B) To  establish  and fund one or more trusts (the  "Series
Trusts")  and to  authorize  such Series  Trusts to engage in one or more of the
activities   described  in  immediately   preceding  clause  (A)  and  to  issue
certificates  (the  "Securities") in one or more

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<PAGE>

classes pursuant to pooling and servicing  agreements with each class having the
characteristics  specified  in the  related  pooling  and  servicing  agreement,
representing ownership interests in the Mortgage Loan Assets;

                    (C) To acquire, own, hold, invest in, offer, sell, transfer,
assign,  pledge,  finance and deal in and with any Securities issued by a Series
Trust established by the Depositor pursuant to immediately preceding clause (B);
and

                    (D) To  engage  in any  other  acts  and  activities  and to
exercise  any powers  permitted to  corporations  under the laws of the State of
Missouri  which  are  incidental  to,  or  connected  with  the  foregoing,  and
necessary, suitable or convenient to accomplish any of the foregoing; and

               (vii) There is no action,  suit or proceeding  pending or, to the
best knowledge of the Depositor,  threatened  against the Depositor in any court
or by or before any other  governmental  agency or  instrumentality  which would
materially  and  adversely  affect the ability of the Depositor to carry out its
obligations under this Agreement.

          (b) The Depositor hereby  represents and warrants with respect to each
Mortgage Loan as of the Closing Date that:

               (i)  Immediately  prior to the  transfer  and  assignment  to the
Trustee,  the  related  Note and the  related  Mortgage  were not  subject to an
assignment or pledge created by it or  attributable  to its  ownership;  and the
Depositor  had full right to transfer and sell its right,  title and interest in
such  Mortgage  Loan to the  Trustee  free and clear of any  encumbrance,  lien,
pledge,  charge,  claim or security  interest  encumbering  such  Mortgage  Loan
created by it or attributable to its ownership;

               (ii) Each related  Assignment of Mortgage  constitutes the legal,
valid and binding  assignment of the related Mortgage from the related Seller to
the Trustee,  and each related  reassignment of Assignment of Leases,  Rents and
Profits  in favor of the  Trustee  constitutes  the  legal,  valid  and  binding
assignment  of the related  Assignment  of Leases,  Rents and  Profits  from the
related Seller to the Trustee; and

               (iii) No claims have been made by the Depositor under the related
lender's  title  insurance  policy,  and the  Depositor  has not done, by act or
omission,  anything  which  would  impair the  coverage of such  lender's  title
insurance policy.

          (c)  It  is  understood  and  agreed  that  the   representations  and
warranties  set  forth  in  this  Section  2.4  shall  survive  delivery  of the
respective  Trustee  Mortgage Files to the Trustee until the termination of this
Agreement,  and  shall  inure  to the  benefit  of the  Certificateholders,  the
Trustee, the Master Servicer and the Special Servicer.

          (d) In the event that any litigation is commenced  which alleges facts
which, in the judgment of the Depositor, could constitute a breach of any of the
Depositor's  representations  and warranties relating to the Mortgage Loans, the
Depositor hereby reserves the


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<PAGE>

right to conduct the defense of such  litigation  at its expense,  except to the
extent such action would  materially  and adversely  affect the interests of the
Certificateholders.

          Section 2.5.  Representations,  Warranties and Covenants of the Master
Servicer and the Special Servicer.


          (a) The Master Servicer hereby represents, warrants and covenants that
as of the Closing Date:

               (i) The Master Servicer is a corporation, duly organized, validly
existing  and in good  standing  under the laws of the State of Delaware and has
all licenses  necessary to carry on its business as now being conducted,  and is
in  compliance  with the laws of each state in which any  Mortgaged  Property is
located,  to the extent necessary to ensure the  enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;

               (ii) The Master Servicer has the full corporate power,  authority
and legal  right to  execute  and  deliver  this  Agreement  and to  perform  in
accordance herewith;  the execution and delivery of this Agreement by the Master
Servicer and its  performance and compliance with the terms of this Agreement do
not violate the Master  Servicer's  certificate of  incorporation  or by-laws or
constitute a default (or an event which,  with notice or lapse of time, or both,
would  constitute a default)  under,  or result in the breach of, any  contract,
agreement or other  instrument to which the Master  Servicer is a party or which
may be applicable to the Master Servicer or any of its assets,  which default or
breach would have  consequences  that would  materially and adversely affect the
financial condition or operations of the Master Servicer or its properties taken
as a whole or impair the  ability  of the Trust Fund to realize on the  Mortgage
Loans;

               (iii)  This  Agreement  has  been  duly and  validly  authorized,
executed and delivered by the Master Servicer and,  assuming due  authorization,
execution and delivery by the other parties hereto,  constitutes a legal,  valid
and  binding  obligation  of the  Master  Servicer,  enforceable  against  it in
accordance with the terms of this Agreement,  except as such  enforcement may be
limited by bankruptcy, insolvency,  reorganization,  liquidation,  receivership,
moratorium or other laws relating to or affecting  creditors'  rights generally,
or by general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

               (iv)  The  Master  Servicer  is  not in  violation  of,  and  the
execution  and  delivery  of  this  Agreement  by the  Master  Servicer  and its
performance  and compliance with the terms of this Agreement will not constitute
a violation with respect to, any state or federal  statute,  any order or decree
of any court or any order or  regulation  of any  federal,  state,  municipal or
governmental agency having jurisdiction, or result in the creation or imposition
of any  lien,  charge  or  encumbrance  which,  in any such  event,  would  have
consequences that would materially and adversely affect the financial  condition
or  operations  of the Master  Servicer  or its  properties  taken as a whole or
impair the ability of the Trust Fund to realize on the Mortgage Loans;


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<PAGE>

               (v) There are no actions, suits or proceedings pending or, to the
knowledge of the Master Servicer, threatened, against the Master Servicer which,
either in any one  instance or in the  aggregate,  would  result in any material
adverse change in the business,  operations or financial condition of the Master
Servicer  or would  materially  impair the  ability of the  Master  Servicer  to
perform under the terms of this  Agreement or draw into question the validity of
this  Agreement or the  Mortgage  Loans or of any action taken or to be taken in
connection with the obligations of the Master Servicer contemplated herein;

               (vi)  No  consent,  approval,   authorization  or  order  of,  or
registration  or filing with, or notice to any court or  governmental  agency or
body is required  for the  execution,  delivery  and  performance  by the Master
Servicer of, or compliance by the Master  Servicer  with,  this Agreement or, if
required,  such approval has been obtained prior to the Closing Date,  except to
the extent that the failure of the Master  Servicer to be qualified as a foreign
corporation  or  licensed  in one  or  more  states  is not  necessary  for  the
enforcement of the Mortgage Loans;

               (vii)  The  Master  Servicer  has  examined  each   Sub-Servicing
Agreement, will examine each future Sub-Servicing Agreement and will be familiar
with the terms  thereof.  Any  Sub-Servicing  Agreements  will  comply  with the
provisions of Section 3.2; and

               (viii) Each officer or employee of the Master  Servicer  that has
responsibilities  concerning the servicing and  administration of Mortgage Loans
is  covered  by errors  and  omissions  insurance  in the  amounts  and with the
coverage  required  by Section  3.8.  The Master  Servicer  has a fidelity  bond
meeting the requirements of Section 3.8.

          (b) The Special  Servicer  hereby  represents,  warrants and covenants
that as of the Closing Date:

               (i) The Special Servicer is duly organized,  validly existing and
in good standing as a corporation  under the laws of the State of Delaware,  and
the Special  Servicer 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 the Special
Servicer, and the performance and compliance with the terms of this Agreement by
the Special  Servicer,  will not violate the Special  Servicer'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,  which default, in the Special Servicer's
reasonable  judgment,  is likely to materially  and adversely  affect either the
ability of the Special Servicer to perform its obligations  under this Agreement
or the financial condition of the Special Servicer;

               (iii) The Special  Servicer  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;


                                       72
<PAGE>

               (iv) This Agreement,  assuming due  authorization,  execution and
delivery by each of the other parties  hereto,  constitutes  a valid,  legal and
binding  obligation  of the Special  Servicer,  enforceable  against the Special
Servicer  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;

               (v)  The  Special  Servicer  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, any
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 the Special Servicer's reasonable judgement,  is likely to affect
materially and adversely  either the ability of the Special  Servicer to perform
its obligations  under this Agreement or the financial  condition of the Special
Servicer;

               (vi) No  litigation  is  pending  or, to the best of the  Special
Servicer's  knowledge,  threatened  against the Special  Servicer the outcome of
which,  in the Special  Servicer's  reasonable  judgment,  could  reasonably  be
expected to prohibit the Special  Servicer from entering into this  Agreement or
materially and adversely  affect the ability of the Special  Servicer to perform
its obligations under this Agreement.

               (vii)  No  consent,  approval,  authorization  or  order  of,  or
registration  or filing with, or notice to any court or  governmental  agency or
body is required  for the  execution,  delivery and  performance  by the Special
Servicer of, or compliance by the Special  Servicer with,  this Agreement or, if
required,  such approval has been obtained prior to the Closing Date,  except to
the extent that the failure of the Special Servicer to be qualified as a foreign
corporation  or  licensed  in one  or  more  states  is not  necessary  for  the
enforcement of the Specially Serviced Mortgage Loans; and

               (viii) Each officer or employee of the Special  Servicer that has
or will have  responsibilities  concerning the servicing and  administration  of
Mortgage  Loans is covered by errors and omissions  insurance in the amounts and
with the coverage  required by Section 3.8. The Special  Servicer has a fidelity
bond meeting the requirements of Section 3.8.

          (c)  It  is  understood  and  agreed  that  the   representations  and
warranties  set forth in this  Section  shall  survive  delivery  of the Trustee
Mortgage  Files to the  Trustee  or the  applicable  Custodian  on behalf of the
Trustee until the termination of this Agreement,  and shall inure to the benefit
of the Certificateholders,  the Trustee and the Depositor. Upon discovery by the
Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of
the Trustee (or upon written  notice  thereof from any  Certificateholder)  of a
breach of any of the  representations  and  warranties set forth in this Section
which materially and adversely affects the interests of the  Certificateholders,
the Master Servicer,  the Special Servicer or the Trustee, the party discovering
such breach shall give prompt  written notice to the other parties hereto and to
the Rating Agencies.

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<PAGE>

          Section 2.6. Execution and Delivery of Certificates; Issuance of REMIC
I Regular Interests and REMIC II Regular Interests.

     The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery to it, or a Custodian  appointed by it, of the Trustee  Mortgage Files,
subject to the provisions of Section 2.1 and Section 2.2 and,  concurrently with
such  delivery,  (i)  acknowledges  the issuance of and hereby  declares that it
holds the REMIC I Regular Interests on behalf of REMIC II and the Holders of the
Class R-II  Certificates;  (ii) acknowledges the issuance of and hereby declares
that it holds  the  REMIC II  Regular  Interests  on behalf of REMIC III and the
Holders of the REMIC III Regular  Certificates and the Class R-III Certificates;
(iii)  acknowledges the issuance of the Class V Certificates and hereby declares
that it holds the Grantor  Trust  Assets on behalf of the holders of the Class V
Certificates;  and (iv) has caused to be executed and caused to be authenticated
and delivered to or upon the order of the Depositor, or as directed by the terms
of this Agreement, Class A-1, Class A-2, Class X-1, Class X-2, Class X, Class B,
Class C-1, Class C-2,  Class C-2X,  Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class O, Class V, Class R-I,  Class
R-II and Class R-III  Certificates  in  authorized  denominations,  in each case
registered  in the  names  set  forth in such  order of the  Depositor  or as so
directed in this Agreement and duly authenticated by the  Authenticating  Agent,
which  Certificates  (described in the preceding clause (iv)) evidence ownership
of  the  entire  Trust  Fund  and  the  Depositor  acknowledges  receipt  of the
Certificates from the Trustee.

          Section 2.7. Documents Not Delivered to Custodian.

     All original documents relating to the Mortgage Loans which are part of the
Master Servicer  Mortgage File are and shall be held by the Master Servicer,  in
trust for the  benefit of the Trustee on behalf of the  Certificateholders.  The
legal  ownership of all records and documents with respect to each Mortgage Loan
prepared  by or which  come into the  possession  of the Master  Servicer  shall
immediately   vest  in  the   Trustee,   in  trust  for  the   benefit   of  the
Certificateholders.

                                  ARTICLE III.

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

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

          (a)  The  Master  Servicer  and  the  Special  Servicer,  each  as  an
independent contractor,  shall service and administer the Mortgage Loans (or, in
the case of the Special Servicer,  the Specially Serviced Mortgage Loans and the
REO Mortgage Loans) on behalf of the Trust Fund solely in the best interests of,
and for the  benefit  of,  all of the  Certificateholders  and the  Trustee  (as
trustee for the Certificateholders) (as determined by the Master Servicer or the
Special Servicer, as the case may be, in its reasonable judgement) in accordance
with applicable law, the terms of this Agreement and the terms of the respective
Mortgage Loans. In furtherance

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<PAGE>

of, and to the extent  consistent with, the foregoing,  and except to the extent
that this Agreement  provides for a contrary specific course of action,  each of
the Master  Servicer and the Special  Servicer shall service and administer each
Mortgage  Loan (x) in the same manner in which,  and with the same care,  skill,
prudence and diligence with which, it services and administers  similar mortgage
loans for other  third-party  portfolios,  giving due consideration to customary
and usual  standards of practice of prudent  institutional  commercial  mortgage
loan servicers used with respect to loans  comparable to the Mortgage  Loans, or
(y) in the same manner in which,  and with the same care,  skill,  prudence  and
diligence with which, it services and administers  similar  mortgage loans which
it owns, whichever standard of care is higher, and taking into account its other
obligations hereunder, but without regard to:

               (i) any  other  relationship  that  the  Master  Servicer  or the
Special  Servicer  or their  affiliates,  as the case may be,  may have with the
related Borrower;

               (ii) the ownership of any  Certificate by the Master  Servicer or
the Special Servicer, as the case may be, or any Affiliate thereof;

               (iii) the Master Servicer's,  the Trustee's or any Fiscal Agent's
obligation to make P&I Advances or the Master  Servicer's,  the Trustee's or any
Fiscal Agent's  obligation to make Servicing Advances (or the Special Servicer's
obligation  to make  Emergency  Advances) or to incur  servicing  expenses  with
respect to such Mortgage Loan;

               (iv) the Master  Servicer's  or the Special  Servicer's  right to
receive  compensation  for  its  services  hereunder  or  with  respect  to  any
particular transaction;

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

               (vi) the obligation,  if any, of the Master Servicer, the Special
Servicer,  any Sub-Servicer or any Affiliate of the Master Servicer, the Special
Servicer  or any  Sub-Servicer  to  repurchase  or replace a Mortgage  Loan as a
Seller if required by a Mortgage Loan Purchase Agreement.

     To the extent  consistent  with the  foregoing  and  subject to any express
limitations  set forth in this  Agreement,  the Master  Servicer and the Special
Servicer shall use reasonable efforts to seek to maximize the timely recovery of
principal  and interest on a net present  value basis on the  Mortgage  Loans or
Specially  Serviced Mortgage Loans, as applicable,  and in the best interests of
the Trust and the  Certificateholders  (as a collective whole), as determined by
the  Master  Servicer  or the  Special  Servicer,  as the  case  may be,  in its
reasonable judgment,  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.

     The  standards  set forth  above with  respect to the conduct of the Master
Servicer  and the  Special  Servicer  in the  performance  of  their  respective
obligations  under  this  Agreement  is  herein  referred  to as the  "Servicing
Standard."

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<PAGE>

     The Master Servicer's or the Special  Servicer's  liability for actions and
omissions in its capacity as Master  Servicer or Special  Servicer,  as the case
may be, hereunder is limited as provided herein (including,  without limitation,
pursuant to Section 6.3). Subject only to the above-described Servicing Standard
and the terms of this Agreement and of the respective Mortgage Loans, the Master
Servicer and the Special  Servicer shall have full power and  authority,  acting
alone or through  Sub-Servicers  (subject to Section  3.2), to do or cause to be
done any and all things in connection  with such  servicing  and  administration
which they may deem necessary or desirable.  Without  limiting the generality of
the foregoing,  the Master Servicer and the Special  Servicer shall, and each is
hereby authorized and empowered by the Trustee to, with respect to each Mortgage
Loan and the related Mortgaged Property, prepare, 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 on the related Mortgaged  Property and related  collateral;
subject to Section 3.9 and Section 3.28, any modifications, waivers, consents or
amendments to or with respect to any Mortgage Loan or any documents contained in
the related  Mortgage  File;  and any and all  instruments  of  satisfaction  or
cancellation,  or of  partial  or full  release  or  discharge,  and  all  other
comparable  instruments.  The Master  Servicer  and the Special  Servicer  shall
service and administer the Mortgage Loans in accordance  with  applicable  state
and federal law and shall provide to the  Borrowers  any reports  required to be
provided to them thereby.  Subject to Section 3.11, the Trustee shall,  upon the
receipt of a written request of a Servicing Officer,  execute and deliver to the
Master  Servicer  and the  Special  Servicer  any powers of  attorney  and other
documents  prepared by the Master Servicer or the Special Servicer and necessary
or  appropriate  (as  certified  in such  written  request) to enable the Master
Servicer   and  the  Special   Servicer  to  carry  out  their   servicing   and
administrative duties hereunder;  provided,  however, that the Trustee shall not
be liable for any actions of the Master  Servicer or Special  Servicer under any
such  powers  of  attorney.  Notwithstanding  anything  contained  herein to the
contrary, neither the Master Servicer nor the Special Servicer shall without the
Trustee's  written consent:  (i) initiate any action,  suit or proceeding solely
under the Trustee's  name without  indicating  the Master  Servicer's or Special
Servicer's, as applicable,  representative capacity or (ii) take any action with
the intent to cause, and which actually does cause, the Trustee to be registered
to do business in any state.

          (b) Unless otherwise provided in the related Note, the Master Servicer
shall apply any partial  Principal  Prepayment  received on a Mortgage Loan on a
date other than a Due Date to the principal  balance of such Mortgage Loan as of
the Due Date immediately following the date of receipt of such partial Principal
Prepayment.

          Section 3.2. Sub-Servicing.

          (a) The  Master  Servicer  or the  Special  Servicer  may  enter  into

Sub-Servicing  Agreements  with  third  parties  with  respect  to  any  of  its
respective obligations hereunder,  provided that (1) any such agreement shall be
consistent  with  the  provisions  of this  Agreement  and  (2) no  Sub-Servicer
retained  by the  Master  Servicer  or the  Special  Servicer  shall  grant  any
modification,  waiver or amendment to any Mortgage  Loan without the approval of
the  Master  Servicer  or  the  Special  Servicer,   as  applicable.   Any  such
Sub-Servicing Agreement may permit

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<PAGE>

the Sub-Servicer to delegate its duties to agents or  subcontractors  so long as
the related  agreements or arrangements with such agents or  subcontractors  are
consistent with the provisions of this Section 3.2(a).

     Any  Sub-Servicing  Agreement  entered  into by the Master  Servicer or the
Special  Servicer,  shall  provide that it may be assumed or  terminated  by the
Trustee or  successor  Master  Servicer or Special  Servicer if the Trustee or a
successor  Master  Servicer  or Special  Servicer  has assumed the duties of the
Master  Servicer  or the  Special  Servicer,  as  applicable,  without  cost  or
obligation  to the  assuming or  terminating  party or the Trust Fund,  upon the
assumption by the Trustee or a successor  Master Servicer or Special Servicer of
the obligations of the Master Servicer or the Special  Servicer,  as applicable,
pursuant to Section 7.2; provided, however, that the Trustee or successor Master
Servicer  may not  terminate  any  Sub-Servicing  Agreement  entered into by the
Master Servicer as of the Closing Date with respect to any of the Mortgage Loans
unless the related Initial  Sub-Servicer is in default under such  Sub-Servicing
Agreement,  which  Sub-Servicing  Agreement  must  provide  that (i) the Initial
Sub-Servicer  is in default if an Event of  Default  with  respect to the Master
Servicer occurs hereunder as a result of the failure of the Initial Sub-Servicer
to perform any obligation required of it under such Sub-Servicing  Agreement and
(ii) the related  Initial  Sub-Servicer  is  required  to perform its  servicing
obligations in a manner consistent with the Servicing Standard.

     Any  Sub-Servicing  Agreement,  and  any  other  transactions  or  services
relating to the Mortgage Loans involving a  Sub-Servicer,  shall be deemed to be
between the Master  Servicer or the Special  Servicer,  as applicable,  and such
Sub-Servicer  alone,  and the  Trustee and the  Certificateholders  shall not be
deemed parties thereto and shall have no claims, rights, obligations,  duties or
liabilities with respect to the Sub-Servicer,  including the Depositor acting in
such capacity, except as set forth in Section 3.2(c).

          (b) The Master  Servicer and the Special  Servicer  shall each pay the
respective fees (including any applicable  termination fees or penalties) of any
Sub-Servicer retained by it thereunder from its own funds in accordance with the
applicable Sub-Servicing Agreement.

          (c) If the  Trustee  or  any  successor  Master  Servicer  or  Special
Servicer assumes the obligations of the Master Servicer or the Special Servicer,
as  applicable,  in accordance  with Section 7.2, the Trustee or such  successor
Master  Servicer  or Special  Servicer,  to the extent  necessary  to permit the
Trustee or such successor  Master Servicer or Special  Servicer to carry out the
provisions of Section 7.2, shall, without act or deed on the part of the Trustee
or such successor  Master  Servicer or Special  Servicer,  succeed to all of the
rights and  obligations  of the Master  Servicer or Special  Servicer  under any
Sub-Servicing  Agreement entered into by the Master Servicer or Special Servicer
pursuant to Section 3.2(a),  subject to the right of termination by the Trustee,
if any,  set  forth in  Section  3.2(a).  In such  event,  the  Trustee  or such
successor  Master  Servicer or Special  Servicer shall be deemed to have assumed
all of the Master Servicer's or Special Servicer's interest therein (but not any
liabilities  or  obligations  in  respect  of acts or  omissions  of the  Master
Servicer  or  Special  Servicer  prior to such  deemed  assumption)  and to have
replaced the Master Servicer or the Special Servicer, as applicable,  as a party
to such  Sub-Servicing  Agreement  to the same  extent as if such  Sub-Servicing
Agreement had been assigned to the Trustee or such  successor  Master  Servicer,
except that the Master

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Servicer or the Special  Servicer shall not thereby be relieved of any liability
or  obligations  under such  Sub-Servicing  Agreement  that accrued prior to the
assumption of duties  hereunder by the Trustee or such successor Master Servicer
or Special Servicer.

     In the event that the Trustee or any successor  Master  Servicer or Special
Servicer assumes the servicing obligations of the Master Servicer or the Special
Servicer,  as the case may be,  upon  request of the  Trustee or such  successor
Master Servicer or Special Servicer,  as the case may be, the Master Servicer or
Special  Servicer  shall,  at its own  expense,  deliver to the  Trustee or such
successor Master Servicer or Special Servicer (as the case may be) all documents
and records relating to any Sub-Servicing  Agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected and held by it,
if any, and the Master  Servicer  will  otherwise use its best efforts to effect
the orderly and efficient transfer of any Sub-Servicing Agreement to the Trustee
or such successor Master Servicer.

          (d) Notwithstanding any Sub-Servicing Agreement, any of the provisions
of this  Agreement  relating to  agreements or  arrangements  between the Master
Servicer  or Special  Servicer  and any Person  acting as  Sub-Servicer  (or its
agents or  subcontractors)  or any reference to actions taken through any Person
acting  as  Sub-Servicer  or  otherwise,  the  Master  Servicer  or the  Special
Servicer,  as applicable,  shall remain obligated and liable to the Trustee, the
Certificate   Administrator  and   Certificateholders   for  the  servicing  and
administering  of the Mortgage  Loans in accordance  with the provisions of this
Agreement  without  diminution of such obligation or liability by virtue of such
Sub-Servicing  Agreements or arrangements or by virtue of  indemnification  from
the  Depositor  or  any  Person  acting  as  Sub-Servicer   (or  its  agents  or
subcontractors) to the same extent and under the same terms and conditions as if
the Master  Servicer or Special  Servicer,  as  applicable,  were  servicing and
administering  the  Mortgage  Loans  alone.  The Master  Servicer or the Special
Servicer,  as applicable,  shall be entitled to enter into an agreement with any
Sub-Servicer providing for indemnification of the Master Servicer or the Special
Servicer,  as applicable,  by such  Sub-Servicer,  and nothing contained in this
Agreement shall be deemed to limit or modify such  indemnification,  but no such
agreement for indemnification shall be deemed to limit or modify this Agreement.

          Section 3.3. Collection of Certain Mortgage Loan Payments.

     The Master  Servicer  (or the Special  Servicer  with  respect to Specially
Serviced  Mortgage Loans) shall make reasonable  efforts to collect all payments
called for under the terms and  provisions  of the Mortgage  Loans when the same
shall be due and payable,  and shall follow such  collection  procedures  as are
consistent with the Servicing  Standard,  including using its reasonable efforts
in accordance with the Servicing  Standard to collect income statements and rent
rolls from the  related  Borrowers  as required  by the  related  Mortgage  Loan
Documents  and providing (in the case of the Master  Servicer  only)  reasonable
advance  notice to such  Borrowers of Balloon  Payments due with respect to such
Mortgage  Loans.  Consistent  with the  foregoing,  the Master  Servicer  or the
Special  Servicer,  as applicable,  may in its discretion waive any late payment
charge,  Default  Interest or penalty  fees in  connection  with any  delinquent
Monthly Payment or Balloon Payment with respect to any Mortgage Loan.

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          Section 3.4. Collection of Taxes, Assessments and Similar Items.

          (a) With  respect  to each  Mortgage  Loan  (other  than REO  Mortgage
Loans), the Master Servicer shall maintain accurate records with respect to each
related Mortgaged Property reflecting the status of taxes, assessments and other
similar items that are or may become a lien on such related Mortgaged  Property,
the status of insurance premiums payable with respect thereto and the amounts of
Escrow Payments,  if any,  required in respect  thereof.  From time to time, the
Master  Servicer  shall  (i)  obtain  all bills for the  payment  of such  items
(including  renewal  premiums),  and (ii) effect  payment of all such bills with
respect  to each such  Mortgaged  Property  prior to the  applicable  penalty or
termination  date, in each case  employing for such purpose  Escrow  Payments as
allowed under the terms of such Mortgage  Loan. If a Borrower  fails to make any
such Escrow  Payment on a timely  basis or  collections  from such  Borrower are
insufficient  to pay any such item before the applicable  penalty or termination
date, the Master  Servicer shall (in accordance with Section 3.8 with respect to
the  payment of  insurance  premiums)  advance  the amount  necessary  to effect
payment  of any  such  item,  unless  the  Master  Servicer,  in its  reasonable
judgment,  determines that such Advance would be a Nonrecoverable  Advance. With
respect to any Mortgage Loan as to which the related Borrower is not required to
make Escrow Payments, if such Borrower fails to effect payment of any such bill,
then, the Master  Servicer shall (in accordance with Section 3.8 with respect to
the  payment of  insurance  premiums)  advance  the amount  necessary  to effect
payment of any such bill on or before  the  applicable  penalty  or  termination
date; provided, that, with respect to the payment of taxes and assessments,  the
Master  Servicer  shall make such advance  within five  Business  Days after the
Master Servicer has received  confirmation that such item has not been paid. The
Master Servicer shall be entitled to reimbursement of Servicing Advances that it
makes  pursuant to the preceding  two  sentences,  with interest  thereon at the
Advance  Rate,  from  amounts  received  on or in respect of the  Mortgage  Loan
respecting  which such Servicing  Advance was made or if such Servicing  Advance
has become a Nonrecoverable  Advance,  to the extent permitted by Section 3.6 of
this  Agreement.  No costs  incurred  by the Master  Servicer in  effecting  the
payment of taxes and  assessments  on the Mortgaged  Properties  shall,  for the
purpose of  calculating  distributions  to  Certificateholders,  be added to the
amount owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loans so permit.

          (b) The Master  Servicer shall  segregate and hold all funds collected
and received pursuant to any Mortgage Loan constituting Escrow Payments separate
and apart from any of its own funds and general  assets and shall  establish and
maintain one or more segregated  custodial  accounts which are Eligible Accounts
(each,  an "Escrow  Account") into which all Escrow  Payments shall be deposited
within two Business Days after receipt.  The Master  Servicer shall also deposit
into  each  Escrow  Account  any  amounts   representing   losses  on  Permitted
Investments  in which  amounts  on  deposit  in such  Escrow  Account  have been
invested  pursuant to Section  3.7(b) and any Insurance  Proceeds,  Condemnation
Proceeds  or  Liquidation  Proceeds  which are  required  to be  applied  to the
restoration or repair of the related Mortgaged  Property pursuant to the related
Mortgage  Loan.  Escrow  Accounts  shall be  entitled,  "[Insert  name of Master
Servicer],  as Master Servicer, in trust for [Insert name of Trustee] as Trustee
in trust for  Holders  of PNC  Mortgage  Acceptance  Corp.  Commercial  Mortgage
Pass-Through

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<PAGE>

Certificates,  Series 2001-C1, and Various Borrowers." Withdrawals
from an Escrow Account may be made by the Master Servicer only:

               (i) to effect  timely  payments  of items  with  respect to which
Escrow Payments are required pursuant to the related Mortgage;

               (ii) to transfer funds to the Collection Account to reimburse the
Master Servicer, the Trustee or any Fiscal Agent, as applicable, for any Advance
relating to Escrow Payments,  but only from amounts received with respect to the
related  Mortgage  Loan which  represent  late  collections  of Escrow  Payments
thereunder;

               (iii) for application to the restoration or repair of the related
Mortgaged  Property  in  accordance  with  the  related  Mortgage  Loan  and the
Servicing Standard;

               (iv)  to  clear  and  terminate  such  Escrow  Account  upon  the
termination of this Agreement;

               (v) to pay from time to time to the Master  Servicer any interest
or investment  income earned on funds deposited in such Escrow Account  pursuant
to Section  3.7(b) to the extent (a) permitted by law and (b) not required to be
paid to the related  Borrower under the terms of the related Mortgage Loan or by
law, or to pay such interest or income to the related Borrower if such income is
required  to be paid to the  related  Borrower  under law or by the terms of the
related Mortgage Loan; and

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

          Section 3.5. Collection Account,  Distribution Account,  Grantor Trust
Collection  Account,  Grantor Trust Distribution  Account and Excess Liquidation
Proceeds Account.

          (a) The Master  Servicer  shall  establish and maintain the Collection
Account in the Trustee's  name, for the benefit of the  Certificateholders.  The
Collection  Account shall be established and maintained as an Eligible  Account.
The Master  Servicer  shall  deposit or cause to be deposited in the  Collection
Account  within two Business Days following  receipt the following  payments and
collections received or made by it on or with respect to the Mortgage Loans:

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

               (ii) all payments on account of interest and Default  Interest on
the Mortgage Loans (excluding  Deferred  Interest),  the interest portion of all
Unscheduled  Payments,  all  Prepayment  Premiums and all payments on account of
late payment charges on the Mortgage Loans;

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<PAGE>

               (iii) any amounts  required to be  deposited  pursuant to Section
3.7(b) in connection with losses realized on Permitted  Investments with respect
to  funds  held in the  Collection  Account  and  pursuant  to  Section  3.25 in
connection with Prepayment/Balloon Payment Interest Shortfalls;

               (iv) (x) all Net REO  Proceeds  transferred  from an REO  Account
pursuant to Section  3.17(b) and (y) all Insurance  Proceeds and Net Liquidation
Proceeds not required to be applied to the  restoration or repair of the related
Mortgaged Property;

               (v)  any  amounts   received  from  Borrowers   which   represent
recoveries of Servicing Advances; and

               (vi)  any  other  amounts  required  by the  provisions  of  this
Agreement to be deposited into the Collection  Account by the Master Servicer or
the Special Servicer, including, without limitation, proceeds of any purchase or
repurchase of a Mortgage  Loan pursuant to Section 2.3,  Section 3.18 or Section
9.1.

        In the event that the Master Servicer deposits in the Collection Account
any amount not required to be deposited therein,  the Master Servicer may at any
time withdraw such amount from the Collection  Account,  any provision herein to
the contrary notwithstanding.

          (b) The  Certificate  Administrator  shall  establish and maintain the
Distribution Account in the name of the Trustee, in trust for the benefit of the
Certificateholders. The Distribution Account shall be established and maintained
as an Eligible Account.  The Certificate  Administrator  will notify each Rating
Agency of any change in the location of the Distribution Account.

          (c) Prior to the Remittance Date relating to the Collection Period, if
any, in which any  Deferred  Interest is  received,  the Master  Servicer  shall
establish and maintain the Grantor Trust  Collection  Account in the name of the
Trustee, in trust for the benefit of the Class V Certificateholders as set forth
in Section 10.5. The Grantor Trust  Collection  Account shall be established and
maintained as an Eligible  Account.  The Master  Servicer  shall transfer to the
Grantor Trust Collection  Account any Deferred Interest within two Business Days
after such amounts are deposited in the Collection Account.

          (d) Prior to the Remittance Date relating to the Collection Period, if
any, in which Deferred Interest is received, the Certificate Administrator shall
establish and maintain the Grantor Trust Distribution Account in the name of the
Trustee, in trust for the benefit of the Class V Certificateholders as set forth
in Section 10.05.  The Grantor Trust  Distribution  Account shall be established
and maintained as an Eligible Account.  On or before the Remittance Date related
to the  applicable  Distribution  Date,  the Master  Servicer shall remit to the
Certificate  Administrator for deposit in the Grantor Trust Distribution Account
an amount equal to the Deferred Interest received during the related  Collection
Period.

          (e)   Following   the    distribution   of   Deferred    Interest   to
Certificateholders  on the first  Distribution  Date  after  which  there are no
longer any Mortgage  Loans  outstanding  which pursuant to their terms could pay
Deferred  Interest,  the  Master  Servicer  and the  Certificate

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<PAGE>

Administrator,  respectively,  shall  terminate  the  Grantor  Trust  Collection
Account and the Grantor Trust Distribution Account.

          (f) If any Excess Liquidation  Proceeds are received,  the Certificate
Administrator  shall  establish  and  maintain the Excess  Liquidation  Proceeds
Account  in  the  name  of  the  Trustee,  in  trust  for  the  benefit  of  the
Certificateholders.  On or before the Remittance  Date related to the applicable
Distribution   Date,  the  Master   Servicer  shall  remit  to  the  Certificate
Administrator  from the  Collection  Account  and for  deposit  into the  Excess
Liquidation  Proceeds Account an amount equal to the Excess Liquidation Proceeds
received during the related Collection  Period. The Excess Liquidation  Proceeds
Account shall be established and maintained as an Eligible Account.

          (g) Funds in the Collection  Account,  the Distribution  Account,  the
Grantor Trust Collection Account and the Grantor Trust Distribution  Account may
be invested in  Permitted  Investments  in  accordance  with the  provisions  of
Section 3.7. The Master  Servicer  shall give written  notice to the Trustee and
the  Certificate  Administrator  of  the  location  and  account  number  of the
Collection Account and the Grantor Trust Collection Account and shall notify the
Trustee,  the Certificate  Administrator and each Rating Agency in writing prior
to any subsequent change thereof.

          Section 3.6.  Permitted  Withdrawals  from the Collection  Account and
Grantor Trust Collection Account.

          (a) The  Master  Servicer  may make  withdrawals  from the  Collection
Account  (and the Grantor  Trust  Collection  Account,  with respect to Deferred
Interest) only as described below (the order set forth below not constituting an
order of priority for such withdrawals):

               (i)  to  remit  the   applicable   amounts  to  the   Certificate
Administrator,  for  deposit in the  Distribution  Account,  the  Grantor  Trust
Distribution  Account and the Excess  Liquidation  Proceeds  Account pursuant to
Section 4.5, Section 3.5(d) and Section 3.5(f), respectively;

               (ii) to pay or  reimburse  any Fiscal  Agent,  the  Trustee,  the
Master Servicer or the Special Servicer, in that order of priority for Advances;
provided,  however, the right of the Master Servicer,  the Special Servicer, the
Trustee or any Fiscal Agent to reimbursement  pursuant to this clause (ii) being
limited  to  either  (x) any  collections  on or in  respect  of the  particular
Mortgage  Loan or REO Property  respecting  which each such Advance was made, or
(y) any other amounts in the Collection  Account in the event that such Advances
have  been  deemed  to be  Nonrecoverable  Advances  or are not  recovered  from
recoveries in respect of the related Mortgage Loan or REO Property after a Final
Recovery Determination;

               (iii)  to  pay to any  Fiscal  Agent,  the  Trustee,  the  Master
Servicer  or  the  Special  Servicer,  in  that  order  of  priority,  any  then
outstanding Advance Interest Amount first out of Default Interest,  late payment
charges  and late fees  actually  collected  during  such  Collection  Period in
respect of the  related  Mortgage  Loan and,  to the  extent  such  amounts  are
insufficient,  in connection with or at any time following the  reimbursement of
such Advance from any other amounts in the Collection Account;


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<PAGE>

               (iv) to pay as  compensation on or before each Remittance Date to
(A) the Master Servicer the unpaid Master Servicer Fee (reduced up to the amount
of any  Prepayment/Balloon  Payment  Interest  Shortfalls  with  respect to such
Distribution  Date,  in  accordance  with  Section  3.25) and any other  amounts
constituting  Servicing  Compensation,  to be paid,  in the  case of the  Master
Servicer Fee,  from interest  received on the related  Mortgage  Loans,  (B) the
Special  Servicer the unpaid Special  Servicer Fee and Standby Special  Servicer
Fee  and any  other  amounts  constituting  Servicing  Compensation  and (C) the
Trustee  and the  Certificate  Administrator  their  applicable  portions of the
unpaid Trustee Fee;

               (v) to pay on or before each  Distribution Date to the Depositor,
the applicable  Seller or the purchaser of any Specially  Serviced Mortgage Loan
or REO Property, as the case may be, with respect to each Mortgage Loan, Deleted
Mortgage Loan or REO Property that has previously been repurchased,  replaced or
purchased  by it pursuant  to Section  2.3,  Section  3.18 or Section  9.1,  all
amounts received thereon during the related  Collection Period and subsequent to
the effective date of such purchase or repurchase.

               (vi) to the extent  reimbursement  or payment is not provided for
pursuant to any other  clause of this  Section  3.6(a),  to reimburse or pay the
Master   Servicer,   the  Special   Servicer,   the  Trustee,   the  Certificate
Administrator,  the Depositor  and/or any Fiscal Agent for unpaid items incurred
by or on behalf of such  Person  pursuant  to, as  applicable,  Section  3.7(c),
Section 6.3, Section 7.4, Section 8.5(d) or Section 11.7, or any other provision
of this Agreement  pursuant to which such Person is entitled to reimbursement or
payment from the Trust Fund, in each case only to the extent  reimbursable under
such Section, it being acknowledged that this clause (vi) shall not be deemed to
modify the  substance of any such  Section,  including  the  provisions  of such
Section that set forth the extent to which one of the foregoing Persons is or is
not entitled to payment or reimbursement;

               (vii) to deposit in one or more  separate,  non-interest  bearing
accounts any amount reasonably determined by the Certificate Administrator to be
necessary to pay any applicable  federal,  state or local taxes imposed on REMIC
I, REMIC II and REMIC III or the Grantor  Trust under the  circumstances  and to
the extent described in Section 10.3 and Section 10.5, respectively;

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

               (ix) to  clear  and  terminate  the  Collection  Account  and the
Grantor Trust Collection Account pursuant to Section 9.1.

     The Master  Servicer  shall keep and  maintain  separate  accounting,  on a
Mortgage  Loan-by-Mortgage  Loan  basis,  for  the  purpose  of  justifying  any
withdrawal  from the  Collection  Account or Grantor  Trust  Collection  Account
pursuant to subclauses (ii) - (viii) above.

          (b) The Master  Servicer  shall pay to the Trustee,  any Fiscal Agent,
the  Certificate  Administrator  or the  Special  Servicer  from the  Collection
Account (to the extent

                                       83
<PAGE>

permitted  by clauses  (i)-(viii)  above)  amounts  permitted  to be paid to the
Trustee, any Fiscal Agent, the Certificate Administrator or the Special Servicer
therefrom,  promptly upon receipt of a certificate  of a Responsible  Officer of
the Trustee, a Responsible Officer of the Certificate Administrator,  an officer
of any  Fiscal  Agent  or a  Servicing  Officer  of  the  Special  Servicer,  as
applicable,  describing  the item and  amount to which the  Trustee,  any Fiscal
Agent, the Certificate  Administrator  or the Special Servicer is entitled.  The
foregoing  sentence  does not apply to the  payment  of the  Trustee  Fee or the
Certificate  Administrator Fee. The Master Servicer may rely conclusively on any
such  certificate  and shall  have no duty to  recalculate  the  amounts  stated
therein.

          (c) The  Certificate  Administrator  shall,  from  time to time,  make
withdrawals  from the  Distribution  Account for each of the following  purposes
(the  order  set forth  below not  constituting  an order of  priority  for such
withdrawals):

               (i)  to  make   distributions  to   Certificateholders   on  each
Distribution Date pursuant to Article IV;

               (ii) to transfer Interest Reserve Amounts to the Interest Reserve
Account pursuant to Section 3.29;

               (iii) to pay itself or any of its directors,  officers, employees
and agents,  as the case may be, any amounts payable or reimbursable to any such
Person  pursuant to Section 3.6(a),  including the  Certificate  Administrator's
Fee, but only to the extent not previously paid by the Master Servicer  pursuant
to Section 3.6(b);

               (iv) to pay to the  Trustee  or any of its  directors,  officers,
employees and agents, as the case may be, any amounts payable or reimbursable to
any such person pursuant to Section 3.6(a),  including the Trustee's  portion of
the  Trustee  Fee,  but only to the  extent  not  previously  paid by the Master
Servicer pursuant to Section 3.6(b);

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

               (vi) to clear  and  terminate  the  Distribution  Account  at the
termination of this Agreement pursuant to Section 9.1.

          (d)  The  Trustee,  any  Fiscal  Agent,  the  Special  Servicer,   the
Certificate  Administrator  and the  Master  Servicer  shall in all cases have a
right prior to the  Certificateholders to any funds on deposit in the Collection
Account  from  time to time  for the  reimbursement  or  payment  of  unpaid  or
unreimbursed   Trustee   Fees,   Certificate   Administrator   Fees,   Servicing
Compensation  (subject to the  limitation  set forth in Section  3.6(a)(iv)  for
Master Servicer Fees),  Advances (subject to the limitation set forth in Section
3.6(a)(ii)) and their respective  expenses  (including Advance Interest Amounts)
hereunder to the extent such expenses, fees, compensation and Advances are to be
reimbursed or paid from amounts on deposit in the Collection Account pursuant to
this Agreement.

                                       84

<PAGE>

          (e)  The Certificate   Administrator  shall,  upon  receipt,   deposit
in the  Distribution  Account,  the Grantor  Trust  Distribution  Account or the
Excess Liquidation Proceeds Account, as applicable, any and all amounts received
by the Certificate Administrator in accordance with Section 3.6(a)(i). If, as of
3:00 p.m., New York City time, on any  Remittance  Date or on such other date as
any  amount  referred  to in  Section  3.6(a)(i)  is  required  to be  delivered
hereunder,  the Master  Servicer  shall not have  delivered  to the  Certificate
Administrator  for  deposit  in the  Distribution  Account,  the  Grantor  Trust
Distribution  Account or the Excess  Liquidation  Proceeds  Account  all amounts
reflected on the Servicer  Remittance Report as required to be deposited therein
pursuant to Section 3.6(a)(i),  then the Certificate Administrator shall provide
notice of such failure to the Master Servicer by facsimile  transmission sent to
telecopy no. (816) 435-2326 (or such  alternative  number provided by the Master
Servicer to the  Certificate  Administrator  in  writing)  and by  telephone  at
telephone no. (816) 435-5000 (or such alternative  number provided by the Master
Servicer to the Certificate  Administrator in writing) as soon as possible,  but
in any event before 5:00 p.m., New York City time, on such day.

          Section 3.7. Investment of Funds in Accounts.

          (a) The Master  Servicer with respect to the Collection  Account,  the
Grantor Trust Collection Account and any Reserve Accounts,  the Special Servicer
with respect to any REO Account and the Certificate  Administrator  with respect
to the  Distribution  Account,  the Excess  Liquidation  Proceeds  Account,  the
Grantor Trust  Distribution  Account and the Interest Reserve Account may direct
any depository  institution  maintaining such account  (subject,  in the case of
Reserve  Accounts,  to applicable laws and the related  Mortgage Loan Documents)
(each, for purposes of this Section 3.7, an "Investment  Account") to invest the
funds in such Investment Account in one or more Permitted  Investments that bear
interest or are sold at a discount,  and that mature,  unless payable on demand,
no later  than the  Business  Day  preceding  the date on which  such  funds are
required  to  be  withdrawn  from  such  Investment  Account  pursuant  to  this
Agreement;  provided,  however, that all investments in the Distribution Account
and the Grantor Trust Distribution Account,  shall be payable on demand or shall
mature no later than the Business Day prior to the next  Distribution  Date. Any
direction  by the Master  Servicer,  the  Special  Servicer  or the  Certificate
Administrator,  as  applicable,  to invest  funds on  deposit  in an  Investment
Account shall be in writing and shall certify that the requested investment is a
Permitted Investment which matures at or prior to the time required hereby or is
payable on demand. In the case of any Reserve Account, the Master Servicer shall
act upon the written  request of the  related  Borrower or Manager to the extent
the Master Servicer is required to do so under the terms of the related Mortgage
Loan, provided that in the absence of appropriate written instructions from such
Borrower or Manager  meeting the  requirements  of this  Section 3.7, the Master
Servicer  shall have no  obligation  to,  but will be  entitled  to,  direct the
investment of funds in such Reserve  Accounts.  All such  Permitted  Investments
shall be held to maturity,  unless payable on demand. Any investment of funds in
an Investment  Account shall be made in the name of the Trustee (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall have sole
control (except with respect to investment  direction which shall be in the sole
control of the Person specified above (subject, in the case of Reserve Accounts,
to the rights of the related Borrower or Manager under the related Mortgage Loan
Documents)  as an  independent  contractor  to the  Trust  Fund)  over each such
investment  and  any  certificate  or  other

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instrument  evidencing any such  investment  shall be delivered  directly to the
Trustee or its  nominee  (which  shall  initially  be the Master  Servicer  with
respect to the Collection Account, the Grantor Trust Collection Account, any REO
Account and any Reserve Account and the Certificate  Administrator  with respect
to the  Distribution  Account,  the Excess  Liquidation  Proceeds  Account,  the
Grantor Trust Distribution  Account and the Interest Reserve Account),  together
with any  document of  transfer,  if any,  necessary  to transfer  title to such
investment   to  the  Trustee  or  its  nominee.   The  Trustee  shall  have  no
responsibility  or liability  with respect to the  investment  directions of the
Certificate  Administrator,  the Master Servicer or the Special  Servicer or any
losses resulting therefrom,  whether from Permitted Investments or otherwise. In
the event amounts on deposit in an  Investment  Account are at any time invested
in a Permitted Investment payable on demand, the Certificate Administrator,  the
Master Servicer or the Special Servicer, as applicable, shall:

               (i) 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

               (ii) demand payment of all amounts due  thereunder  promptly upon
determination  by the  Certificate  Administrator,  the Master  Servicer  or the
Special  Servicer,  as  applicable,  that such  Permitted  Investment  would not
constitute a Permitted  Investment in respect of funds  thereafter on deposit in
the related Investment Account.

          (b) All income and gain (net of losses as contemplated below) realized
from  investment of funds deposited in (i) the Collection  Account,  the Grantor
Trust  Collection  Account  and any  Reserve  Account  as to which  the  related
Borrower is not  entitled to interest  thereon,  shall be for the benefit of the
Master Servicer,  (ii) the Distribution Account, the Excess Liquidation Proceeds
Account, the Grantor Trust Distribution Account and the Interest Reserve Account
shall be for the  benefit of the  Certificate  Administrator,  and (iii) any REO
Account shall be for the benefit of the Special  Servicer.  Such income and gain
(net of  losses as  contemplated  below)  may be  withdrawn  by the  Certificate
Administrator,  the Master Servicer or the Special Servicer, as applicable, from
time to time.  The  amount of any net  losses  incurred  in  respect of any such
investments in the Collection  Account or the Grantor Trust  Collection  Account
shall be for the account of the Master  Servicer  which shall deposit the amount
of such loss (to the extent not offset by income from other  investments) in the
Collection Account or Grantor Trust Collection  Account,  as applicable,  out of
its own funds before the related  Remittance  Date. The amount of any net losses
incurred in respect of any such  investments in the  Distribution  Account,  the
Excess Liquidation  Proceeds Account, the Grantor Trust Distribution Account and
the  Interest  Reserve  Account  shall  be for the  account  of the  Certificate
Administrator  which  shall  deposit  the amount of such loss (to the extent not
offset by income from other investments) in the Distribution Account, the Excess
Liquidation  Proceeds  Account,  the Grantor Trust  Distribution  Account or the
Interest Reserve Account, as applicable, out of its own funds before the related
Distribution  Date. The amount of any net losses incurred in respect of any such
investments in the REO Account shall be for the account of the Special  Servicer
which shall  deposit the amount of such loss (to the extent not offset by income
from  other  investments)  in the REO  Account  out

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of its own funds  before the related  Determination  Date.  The Master  Servicer
shall also deposit into each Reserve Account any amounts representing net losses
on Permitted  Investments  in which such  Reserve  Accounts  have been  invested
before the date on which  such  funds are  required  to be  withdrawn  from such
account,  except to the extent that  amounts are invested for the benefit of the
Borrower  under  applicable  law or the terms of the related  Mortgage Loan. The
income and gain  realized  from  investment  of funds  deposited  in any Reserve
Account  shall be paid from time to time to the  related  Borrower to the extent
required  under the Mortgage  Loan or  applicable  law. The Trustee shall not be
responsible for any losses on investments made pursuant to this Section 3.7

          (c) Except as otherwise  expressly provided in this Agreement,  if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default  occurs  in any  other  performance  required  under any  Permitted
Investment,  the Trustee  may,  and upon the request of Holders of  Certificates
representing a majority of the aggregate Voting Rights of any Class shall,  take
such  action as may be  appropriate  to enforce  such  payment  or  performance,
including the  institution and  prosecution of appropriate  proceedings.  In the
event the Trustee  takes any such action,  the Trust Fund shall pay or reimburse
the  Trustee  for  all  reasonable  out-of-pocket  expenses,  disbursements  and
advances incurred or made by the Trustee in connection  therewith.  In the event
that the Trustee  does not take any such  action,  the Master  Servicer may take
such action at its own cost and expense.

          Section 3.8.Maintenance of Insurance Policies and Errors and Omissions
and Fidelity Coverage.

          (a) The Master Servicer on behalf of the Trustee, as mortgagee,  shall
use its reasonable  efforts in accordance  with the Servicing  Standard to cause
the related  Borrower to  maintain,  to the extent  required or  permitted to be
required  by each  Mortgage  Loan (other than REO  Mortgage  Loans),  and if the
Borrower does not so maintain,  shall itself maintain (subject to the provisions
of this Agreement concerning  Nonrecoverable Advances) to the extent the Trustee
as  mortgagee  has  an  insurable  interest  and  to  the  extent  available  at
commercially  reasonable  rates,  (A) fire and hazard insurance from a Qualified
Insurer with extended  coverage on the related  Mortgaged  Property in an amount
which is at least equal to the lesser of (i) 100% of the then "full  replacement
cost" of the improvements  and equipment  (excluding  foundations,  footings and
excavation  costs),  without deduction for physical  depreciation,  and (ii) the
outstanding  principal balance of the related Mortgage Loan or such other amount
as is  necessary  to  prevent  any  reduction  in such  policy  by reason of the
application of co-insurance  and to prevent the Trustee as mortgagee  thereunder
from  being  deemed to be a  co-insurer,  in each case with a  replacement  cost
rider,  (B) insurance from a Qualified  Insurer  providing  coverage  against 18
months of rent  interruptions and (C) such other insurance as provided under the
subject Mortgage Loan (including  public  liability  insurance) from a Qualified
Insurer.  The Special Servicer shall cause to be maintained with respect to each
REO Property (to the extent available at commercially reasonable rates) fire and
hazard insurance from a Qualified  Insurer,  with no less insurance  coverage on
such REO Property than is consistent  with the Servicing  Standard.  Any amounts
collected by the Master Servicer or the Special Servicer,  as applicable,  under
any such policies (other than amounts to be applied to the restoration or repair
of the related

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Mortgaged  Property or amounts to be released to the Borrower in accordance with
the  terms of the  related  Mortgage)  shall be  deposited  into the  Collection
Account pursuant to Section 3.5, subject to withdrawal  pursuant to Section 3.6.
Any cost incurred by the Master Servicer in maintaining any such insurance shall
not, for the purpose of  calculating  distributions  to  Certificateholders,  be
added  to  the  unpaid   principal   balance  of  the  related   Mortgage  Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood
and agreed that no earthquake  or other  additional  insurance  other than flood
insurance  is to be required of any Borrower or to be  maintained  by the Master
Servicer or the Special Servicer other than pursuant to the terms of the related
Mortgage Loan Documents and pursuant to such  applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Mortgaged Property is located in a federally designated special flood hazard
area, the Master Servicer (or the Special  Servicer in the case of REO Property)
will use its  reasonable  efforts in accordance  with the Servicing  Standard to
cause the related Borrower to maintain, or will itself obtain (the cost of which
will be a  Servicing  Advance,  subject  to the  provisions  of  this  Agreement
concerning Nonrecoverable  Advances),  flood insurance in respect thereof to the
extent available at commercially  reasonable rates, to the extent required under
the related Mortgage Loan Documents.  Such flood insurance shall be in an amount
equal to the lesser of (i) the unpaid principal  balance of the related Mortgage
Loan and (ii) the maximum amount of such insurance  required by the terms of the
related Mortgage and as is available for the related property under the national
flood  insurance  program  (assuming  that the area in which  such  property  is
located is  participating  in such  program).  Costs to the Master  Servicer  of
maintaining insurance policies pursuant to this Section 3.8 shall be paid by the
Master  Servicer as a Servicing  Advance and shall be reimbursable to the Master
Servicer with interest at the Advance Rate, and costs to the Special Servicer of
maintaining  insurance  policies  pursuant to this Section 3.8 shall be paid and
reimbursed in accordance with Section 3.17(b).

     The Master  Servicer,  with  respect to  Mortgage  Loans,  and the  Special
Servicer,  with  respect to REO  Properties,  agree to prepare and  present,  on
behalf of itself,  the Trustee  and the  Certificateholders,  claims  under each
related insurance policy, including without limitation,  environmental insurance
policies,  maintained  pursuant to this  Section  3.8(a) in a timely  fashion in
accordance  with the terms of such policy and to take such  reasonable  steps as
are necessary to receive payment or to permit recovery thereunder.

     The Master  Servicer  (or with  respect to any REO  Property,  the  Special
Servicer)  shall require that all insurance  policies  required  hereunder shall
name the Trustee or the Master  Servicer (or with  respect to any REO  Property,
the Special Servicer),  on behalf of the Trustee as the mortgagee, as loss payee
and that all such  insurance  policies  require that 30 days' notice be given to
the Master  Servicer  before  termination to the extent  required by the related
Mortgage Loan Documents.

     (b) (i) If the Master Servicer or Special Servicer, as applicable,  obtains
and  maintains a blanket  insurance  policy with a Qualified  Insurer at its own
expense insuring against fire and hazard losses,  18-month rent interruptions or
other  required  insurance  on all of the  Mortgage  Loans and  provides no less
coverage in scope and amount for such  Mortgaged  Property or REO Property  than
the insurance  required to be maintained  pursuant to Section



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<PAGE>

3.8(a),  it shall  conclusively  be deemed  to have  satisfied  its  obligations
concerning  the  maintenance  of such  insurance  coverage  set forth in Section
3.8(a), it being understood and agreed that such policy may contain a deductible
clause,  in which case the Master Servicer or Special  Servicer,  as applicable,
shall, in the event that (x) there shall not have been maintained on one or more
of the  related  Mortgaged  Properties  a policy  otherwise  complying  with the
provisions of Section  3.8(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 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 such  deductible
limitation,  the  deductible  limitation  for  an  individual  policy  which  is
consistent  with the Servicing  Standard.  In connection  with its activities as
Master  Servicer  or  Special  Servicer  hereunder,  as  applicable,  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 which it maintains in a timely  fashion in  accordance  with the terms of
such  policy  and to take such  reasonable  steps as are  necessary  to  receive
payment or permit recovery thereunder.

               (ii)  If  the  Master  Servicer  or  the  Special  Servicer,   as
applicable,  causes any  Mortgaged  Property or REO  Property to be covered by a
master  force  placed  insurance  policy,  which policy is issued by a Qualified
Insurer  and  provides no less  coverage in scope and amount for such  Mortgaged
Property or REO Property than the insurance  required to be maintained  pursuant
to Section 3.8(a), the Master Servicer or Special Servicer shall conclusively be
deemed to have  satisfied  its  obligations  to maintain  insurance  pursuant to
Section 3.8(a).  Such policy may contain a deductible  clause, in which case the
Master Servicer or 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 3.8(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 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 for an
individual policy which is consistent with the Servicing Standard.

          (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 in  connection  with its
activities under this Agreement.  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  and/or  REO  Properties  for  which  it  is
responsible  hereunder for FNMA or FHLMC. Coverage of the Master Servicer or the
Special Servicer as an additional  insured under a policy or bond obtained by an
Affiliate of such Person shall satisfy the  requirements of this Section 3.8(c).
All fidelity bonds and policies of errors and omissions insurance obtained under
this Section 3.8(c) shall be issued by a Qualified Insurer.  Notwithstanding the
foregoing,  so long



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<PAGE>

as the long-term  unsecured debt  obligations of the Master  Servicer or Special
Servicer, as applicable,  or its respective corporate parent have been rated "A"
or better by S&P or "A2" or better by Moody's  (or such  lower  rating for which
Rating Agency  Confirmation  has been obtained),  the Master Servicer or Special
Servicer, as applicable,  shall be entitled to provide  self-insurance or obtain
from its respective  corporate parent adequate  insurance,  as applicable,  with
respect to its obligation hereunder to maintain a fidelity bond or an errors and
omissions insurance policy.

          Section  3.9.   Enforcement   of   Due-On-Sale   Clauses;   Assumption
Agreements.

          (a) If any  Mortgage  Loan  contains  a  provision  in the nature of a
"due-on-sale" clause, which, by its terms:

               (i) provides that such Mortgage Loan shall (or may at the related
mortgagee's option) become due and payable upon the sale or other transfer of an
interest in the related Mortgaged Property, or

               (ii) provides that such Mortgage Loan may not be assumed  without
the consent of the related  mortgagee in connection  with any such sale or other
transfer,

then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Master  Servicer (or the Special  Servicer  with  respect to Specially  Serviced
Mortgage Loans) on behalf of the Trust Fund,  shall exercise (or waive its right
to  exercise)  (subject  to  Sections  3.27 and  3.28) the  trustee's  rights as
mortgagee  under such  provision  in  accordance  with the  Servicing  Standard.
Notwithstanding the foregoing, the Master Servicer (or the Special Servicer with
respect to Specially  Serviced  Mortgage Loans) shall have first obtained Rating
Agency  Confirmation from each Rating Agency, with respect to any Mortgage Loan,
group of  cross-collateralized  Mortgage  Loans or group of Mortgage  Loans with
affiliated  Borrowers that has a then outstanding Stated Principal Balance equal
to or greater  than the  lesser of  $20,000,000  and 2% of the then  outstanding
Stated  Principal  Balance of all of the Mortgage Loans. The Master Servicer (or
the Special  Servicer with respect to Specially  Serviced  Mortgage Loans) shall
not consent to such sale,  transfer or  assumption  without  (A)  requiring  the
Borrower to pay the cost of obtaining any required Rating Agency Confirmation or
(B) satisfying the costs of obtaining such Rating Agency  Confirmation  by other
means but, in any event, at no cost to the Trust Fund; provided,  however,  that
in no event shall the  proposed  "other  means"  result in any  liability to the
Trust Fund,  including an  indemnification of the Master Servicer or the Special
Servicer  which may  result in legal  expenses  to the Trust  Fund.  The  Master
Servicer shall not consent to any sale, transfer or assumption without obtaining
the  approval  of the Special  Servicer.  Subject to the  foregoing,  the Master
Servicer (or the Special  Servicer with respect to Specially  Serviced  Mortgage
Loans) is authorized to take or enter into an assumption  agreement from or with
the Person to whom such Mortgaged  Property has been or is about to be conveyed,
or to release the original  related  Borrower from  liability upon such Mortgage
Loan and substitute the new Borrower as obligor thereon. To the extent permitted
by law, the Master  Servicer (or the Special  Servicer with respect to Specially
Serviced  Mortgage  Loans)  shall  enter  into  an  assumption  or  substitution
agreement  only if the  credit  status of the  prospective  new  Borrower  is in
compliance  with (x) the  Master  Servicer's  (or the  Special  Servicer's  with
respect to  Specially  Serviced


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<PAGE>

Mortgage Loans) regular commercial  mortgage  origination or servicing standards
and criteria,  (y) the terms of the related  Mortgage Loan and (z) the Servicing
Standard. The Master Servicer (or the Special Servicer with respect to Specially
Serviced  Mortgage  Loans) shall notify the Trustee that any such  assumption or
substitution  agreement  has been  completed  by  forwarding  to the Trustee the
original  of such  agreement,  which  document  shall be  added  to the  related
Mortgage File and shall, for all purposes, be considered a part of such Mortgage
File to the same extent as all other  documents and  instruments  constituting a
part thereof and the Trustee shall notify the Operating  Adviser and each Rating
Agency  of  each   assumption.   In  connection  with  any  such  assumption  or
substitution  agreement,  the Mortgage Rate, principal amount and other material
payment  terms   (including  any   cross-collateralization   and   cross-default
provisions)  of such  Mortgage  Loan  pursuant to the related  Note and Mortgage
shall not be  changed,  other than in  connection  with a default or  reasonably
foreseeable default with respect to the Mortgage Loan. Assumption fees collected
by the Master  Servicer or the Special  Servicer for entering into an assumption
or  substitution  agreement will be retained by the Master  Servicer  and/or the
Special Servicer as additional servicing  compensation to the extent provided in
Section 3.12. Notwithstanding the foregoing, the Special Servicer may consent to
the assumption of a Mortgage Loan by a prospective  new Borrower in a bankruptcy
proceeding involving the related Mortgaged Property.

          (b) If any  Mortgage  Loan  contains  a  provision  in the nature of a
"due-on-encumbrance" clause, which, by its terms:

               (i) provides that such Mortgage Loan shall (or may at the related
mortgagee's  option)  become due and  payable  upon the  creation of any lien or
other encumbrance on such Mortgaged Property, or

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

then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Master  Servicer (or the Special  Servicer  with  respect to Specially  Serviced
Mortgage Loans), on behalf of the Trust Fund, shall exercise (or waive its right
to exercise) (subject to Sections 3.27 and 3.28) the Trustee's rights under such
provision  to (x)  accelerate  the payments due on such  Mortgage  Loan,  or (y)
withhold its consent to the creation of any such lien or other  encumbrance,  as
applicable, except, in each case, to the extent that the Master Servicer (or the
Special  Servicer with respect to Specially  Serviced  Mortgage Loans) acting in
accordance with the Servicing  Standard,  determines that such enforcement would
not be in the best  interests  of the Trust  Fund;  provided  that,  the  Master
Servicer (or the Special  Servicer with respect to Specially  Serviced  Mortgage
Loans) will not consent to the creation of any such lien or  encumbrance  unless
it shall have first obtained Rating Agency  Confirmation (the Master Servicer or
the Special Servicer,  as applicable,  shall use its reasonable  efforts to have
the cost, if any, of obtaining such confirmation  paid by the Borrower;  if such
cost is not paid by the Borrower,  the Master Servicer shall advance such amount
as a Servicing Advance, unless such Advance would be a Nonrecoverable  Advance).
The Master Servicer shall not consent to the creation of any lien or encumbrance
without  obtaining  the approval of the Special  Servicer.  Notwithstanding  the
foregoing,    the   Special    Servicer   may   forbear   from   enforcing   any
due-on-encumbrance provision in connection

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<PAGE>

with any junior or senior lien on the Mortgaged  Property  imposed in connection
with any bankruptcy proceeding involving the Mortgaged Property.

          (c)  Nothing  in this  Section  3.9 shall  constitute  a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other  encumbrance with respect to such Mortgaged
Property.

          (d) With respect to a request to the Special  Servicer from the Master
Servicer  for  approval  for the  assumption  or waiver of a  due-on-encumbrance
clause of a Mortgage  Loan that would not  require  Rating  Agency  review,  the
Special  Servicer shall notify the Master  Servicer of its decision  within five
Business Days of receiving notice (and all supporting  documentation  reasonably
required by the Special  Servicer for its analysis) from the Master  Servicer of
the  Master  Servicer's  decision  to  approve  the  assumption  or  waiver of a
due-on-encumbrance  clause of a Mortgage Loan; which approval shall be deemed to
have been given if the Special  Servicer does not notify the Master  Servicer of
its decision during such five Business Day period.

          (e) With respect to any Mortgage Loan, neither the Master Servicer nor
the Special Servicer shall approve any additional funded indebtedness secured by
the related  Mortgaged  Property  without  first having  obtained  Rating Agency
Confirmation  from each of the  Rating  Agencies  with  respect to the terms and
conditions of such indebtedness.

          Section 3.10. Realization Upon Mortgage Loans.

          (a) With respect to any Specially  Serviced Mortgage Loan, the Special
Servicer shall determine, in accordance with the Servicing Standard,  whether to
grant a  modification,  waiver  or  amendment  of the  terms  of such  Specially
Serviced Mortgage Loan,  (subject to the limitations  contained in Section 3.28)
commence  foreclosure  proceedings  or attempt to sell such  Specially  Serviced
Mortgage Loan with  reference to which course of action is reasonably  likely to
produce a greater  recovery  on a net present  value basis with  respect to such
Specially Serviced Mortgage Loan.

          (b) In  connection  with any  foreclosure  or other  acquisition,  the
Master Servicer shall, at the direction of the Special  Servicer,  pay the costs
and expenses in any such proceedings as an Advance.

               If the Special  Servicer  elects to proceed  with a  non-judicial
foreclosure in accordance with the laws of the state where the related Mortgaged
Property is  located,  the  Special  Servicer  shall not be required to pursue a
deficiency  judgment  against the related  Borrower or any other liable party if
the  laws of  such  state  do not  permit  such a  deficiency  judgment  after a
non-judicial  foreclosure  or  if  the  Special  Servicer  determines,   in  its
reasonable  judgment,  that the likely  recovery  if a  deficiency  judgment  is
obtained  will not be  sufficient  to warrant  the cost,  time,  expense  and/or
exposure of pursuing such a deficiency judgment.

               In the event that title to any Mortgaged  Property is acquired in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be issued to the Trustee,  or to its nominee  (which shall not include the
Master Servicer or the Special  Servicer) or a separate


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<PAGE>

trustee or  co-trustee  on behalf of the  Trustee,  as the holder of the REMIC I
Regular Interests and as Trustee for the Certificateholders. Notwithstanding any
such  acquisition of title and  cancellation of the related  Mortgage Loan, such
Mortgage  Loan shall  (except for purposes of Section 9.1) be considered to be a
Mortgage Loan held in the Trust Fund until such time as the related REO Property
shall be sold by the Trust  Fund and the  Stated  Principal  Balance of each REO
Mortgage  Loan shall be reduced by any Net REO Proceeds  allocated to principal.
Consistent with the foregoing,  for purposes of all calculations  hereunder,  so
long as such Mortgage Loan shall be  considered  to be an  outstanding  Mortgage
Loan:

               (i)  it  shall  be  assumed   that,   notwithstanding   that  the
indebtedness evidenced by the related Note shall have been discharged, such Note
and, for purposes of  determining  the Stated  Principal  Balance  thereof,  the
related  amortization  schedule in effect at the time of any such acquisition of
title, remain in effect; and

               (ii) Net REO Proceeds received in any month shall be deemed to be
treated: first, as a recovery of any related and unreimbursed Servicing Advances
and,  if  applicable,  unpaid  Liquidation  Expenses;  second,  as a recovery of
accrued  and  unpaid  interest  on the  related  REO  Mortgage  Loan to, but not
including, the Due Date in the Collection Period of receipt, exclusive, however,
of any portion of such  accrued and unpaid  interest  that  constitutes  Default
Interest  or,  in  the  case  of  an  REO  Mortgage   Loan  that  relates  to  a
Hyper-Amortization  Loan after its  Hyper-Amortization  Date,  that  constitutes
Deferred Interest; third, as a recovery of principal of the related REO Mortgage
Loan to the extent of its entire unpaid principal balance; fourth, as a recovery
of any  Prepayment  Premium deemed to be due and owing in respect of the related
REO Mortgage  Loan;  fifth,  as a recovery of any other amounts deemed to be due
and owing in respect of the related REO Mortgage  Loan (other than,  in the case
of an REO  Mortgage  Loan that  relates to a  Hyper-Amortization  Loan after its
Hyper-Amortization  Date, accrued and unpaid Deferred  Interest);  and sixth, in
the case of an REO Mortgage Loan that relates to a Hyper-Amortization Loan after
its Hyper-Amortization Date, any accrued and unpaid Deferred Interest.

          (c)  Notwithstanding  any  provision  to  the  contrary,  the  Special
Servicer  shall not  acquire  for the  benefit  of the Trust  Fund any  personal
property pursuant to this Section 3.10 unless either:

               (i) such personal  property is incident to real property  (within
the  meaning  of  Section  856(e)(1)  of the Code) so  acquired  by the  Special
Servicer for the benefit of the Trust Fund; or

               (ii) the Special  Servicer  shall have  requested and received an
Opinion of Counsel  (the cost of such  opinion  shall be advanced as a Servicing
Advance,  unless such Advance would be a  Nonrecoverable  Advance) to the effect
that the  holding  of such  personal  property  by REMIC I will  not  cause  the
imposition of a tax on REMIC I, REMIC II or REMIC III under the REMIC Provisions
or cause  REMIC I,  REMIC II or REMIC III to fail to  qualify  as a REMIC at any
time that any Certificate is outstanding.


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<PAGE>

          (d)  Notwithstanding  any provision to the contrary in this Agreement,
the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged  pursuant to any pledge agreement unless the Special Servicer shall have
requested  and received an Opinion of Counsel (the cost of such opinion shall be
advanced as a Servicing  Advance,  unless such Advance would be a Nonrecoverable
Advance)  to the effect  that the holding of such  partnership  or other  equity
interest  by the Trust Fund will not cause the  imposition  of a tax on REMIC I,
REMIC II or REMIC III under the REMIC  Provisions  or cause REMIC I, REMIC II or
REMIC  III to fail to  qualify  as a REMIC at any time that any  Certificate  is
outstanding.

          (e)  Notwithstanding  any provision to the contrary  contained in this
Agreement,  the Special Servicer shall not, on behalf of the Trust Fund,  obtain
title to a  Mortgaged  Property  as a  result  of or in lieu of  foreclosure  or
otherwise obtain title to any direct or indirect  partnership  interest or other
equity  interest in any  Borrower  pledged  pursuant to a pledge  agreement  and
thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise
acquire  possession  of, or take any other action with respect to, any Mortgaged
Property if, as a result of any such action, the Trustee,  for the Trust Fund or
the  Certificateholders,  would  be  considered  to  hold  title  to,  to  be  a
"mortgagee-in-possession"  of,  or  to be  an  "owner"  or  "operator"  of  such
Mortgaged  Property  within  the  meaning  of  the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Special Servicer has previously  determined in
accordance   with  the  Servicing   Standard,   based  on  an  updated  Phase  I
Environmental  Assessment  report prepared (not more than 12 months prior to the
taking of such action) by a Qualified Environmental Consultant, that:

               (i) such  Mortgaged  Property is in  compliance  with  applicable
environmental laws or, if not, after consultation with a Qualified Environmental
Consultant,  that it would be in the best economic interest of the Trust Fund to
take  such  actions  as are  necessary  to  bring  such  Mortgaged  Property  in
compliance therewith, and

               (ii)  there  are  no  circumstances  present  at  such  Mortgaged
Property relating to the use,  management or disposal of any Hazardous Materials
for  which  investigation,   testing,  monitoring,   containment,   clean-up  or
remediation could be required under any currently  effective  federal,  state or
local law or regulation,  or that, if any such  Hazardous  Materials are present
for which such action could be  required,  after  consultation  with a Qualified
Environmental Consultant, it would be in the best economic interest of the Trust
Fund to take such actions with respect to such Mortgaged Property.

     In the event that the Phase I  Environmental  Assessment  first obtained or
updated by the Special Servicer with respect to a Mortgaged  Property  indicates
that  such  Mortgaged   Property  may  not  be  in  compliance  with  applicable
environmental  laws or that  Hazardous  Materials  may be  present  but does not
definitively  establish such fact, the Special Servicer shall cause such further
environmental  tests as the Special  Servicer  shall deem prudent to protect the
interests of  Certificateholders  to be  conducted by a Qualified  Environmental
Consultant.  Any such tests  shall be deemed  part of the Phase I  Environmental
Assessment  obtained by the Special  Servicer for purposes of this Section 3.10.
The Master  Servicer shall at the direction of the Special


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Servicer  pay  for the  cost  of  preparation  of  such  Phase  I  Environmental
Assessments  as well as the cost of any  remedial,  corrective  or other further
action  contemplated  by clauses  (i) and/or (ii) of this  Section  3.10(e) as a
Servicing Advance, unless such Advance would be a Nonrecoverable Advance.

          (f) The Special  Servicer  shall  report to the IRS and to the related
Borrower,  in the manner required by applicable law, the information required to
be reported  regarding any Mortgaged  Property which is abandoned or foreclosed.
The Special  Servicer shall deliver a copy of any such report to the Trustee and
the Certificate Administrator.

          Section  3.11.  Trustee  to  Cooperate;  Release  of  Mortgage  Files.

     Upon the payment in full of any Mortgage Loan, or the receipt by the Master
Servicer of a  notification  that payment in full has been  escrowed in a manner
customary for such purposes,  the Master Servicer shall  immediately  notify the
Trustee and the applicable  Custodian by a  certification  (which  certification
shall  include a  statement  to the effect  that all  amounts  received or to be
received in  connection  with such payment which are required to be deposited in
the  Collection  Account  pursuant  to  Section  3.5(a)  have been or will be so
deposited)  of a  Servicing  Officer  and shall  request  delivery  to it of the
Mortgage  File.  No  expenses  incurred in  connection  with any  instrument  of
satisfaction or deed of reconveyance shall be chargeable to the Trust Fund.

     From  time to time upon  request  of the  Master  Servicer  or the  Special
Servicer,  and delivery to the Trustee and the applicable Custodian of a Request
for  Release,  the Trustee  shall  promptly  cause the  applicable  Custodian to
release the Mortgage  File (or any portion  thereof)  designated in such Request
for Release to the Master Servicer or the Special Servicer, as applicable.  Upon
receipt  of (a)  such  Mortgage  File (or  portion  thereof)  by the  applicable
Custodian from the Master Servicer or the Special  Servicer,  as applicable,  or
(b) in the event of a liquidation  or  conversion  of the related  Mortgage Loan
into an REO Property,  a certificate  of a Servicing  Officer  stating that such
Mortgage Loan was liquidated and that all amounts  received or to be received in
connection  with such  liquidation  which are required to be deposited  into the
Collection Account or Distribution Account have been so deposited,  or that such
Mortgage Loan has become an REO Property,  the applicable Custodian shall return
the  Request for Release to the Master  Servicer  or the  Special  Servicer,  as
applicable.

     Upon  written  certification  of a Servicing  Officer,  the  Trustee  shall
execute and deliver to the Special  Servicer any court  pleadings,  requests for
trustee's sale or other documents  prepared by the Special Servicer,  its agents
or attorneys,  necessary to the  foreclosure or trustee's sale in respect of the
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the related Note or Mortgage or to obtain a deficiency judgment,  or
to enforce  any other  remedies  or rights  provided by such Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request  that such  pleadings  or  documents  be  executed  by the Trustee and a
statement as to the reason such documents or pleadings are required and that the
execution and delivery  thereof by the Trustee will not  invalidate or


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otherwise affect the lien of the related Mortgage, except for the termination of
such a lien upon completion of the foreclosure or trustee's sale.

          Section 3.12. Servicing Compensation.

          (a) As compensation for its activities hereunder,  the Master Servicer
shall be entitled to the Master Servicer Fee, which shall be payable solely from
receipts on the related  Mortgage  Loans,  and may be withheld  from payments on
account  of  interest  prior to  deposit in the  Collection  Account,  or may be
withdrawn from certain  amounts on deposit in the  Collection  Account as and to
the extent set forth in Section 3.6(a)(iv).  The Master Servicer's rights to the
Master  Servicer  Fee may not be  transferred  in  whole  or in part  except  in
connection  with the transfer of all of the Master  Servicer's  responsibilities
and obligations under this Agreement.  In addition, the Master Servicer shall be
entitled  to   receive,   as   additional   servicing   compensation,   (i)  any
Prepayment/Balloon   Payment  Interest  Excess  (to  the  extent  not  otherwise
allocable to offset Prepayment/Balloon Payment Interest Shortfalls in accordance
with  Section  3.25),  (ii) to the extent  permitted by  applicable  law and the
related Notes and  Mortgages,  any late payment  charges or late fees or Default
Interest (to the extent not used to offset Advance  Interest Amounts as provided
herein),  NSF check  charges  (including  with  respect  to  Specially  Serviced
Mortgage  Loans),  demand  fees,  Loan  Service  Transaction  Fees,  beneficiary
statement charges, or similar items (but not including any Prepayment Premiums),
in each case to the extent  received  with respect to any Mortgage  Loan that is
not a Specially  Serviced  Mortgage  Loan and (iii) 75% of any  extension  fees,
modification  fees,  consent fees and assumption  fees collected on any Mortgage
Loan that is not a Specially  Serviced  Mortgage Loan. The Master Servicer shall
also be entitled  pursuant to, and to the extent  provided in, Section 3.7(b) to
withdraw from the Collection  Account and the Grantor Trust  Collection  Account
and to receive from the Reserve  Accounts (to the extent not required to be paid
to the related  Borrower  pursuant to the related  Mortgage  Loan  Documents  or
applicable law) any interest or other income earned on deposits therein.

               Notwithstanding  anything herein to the contrary,  Midland may at
its  option  assign  or  pledge to any third  party or  retain  for  itself  the
Transferable  Servicing Interest;  provided,  however,  that in the event of any
resignation  or termination  of the Master  Servicer,  all or any portion of the
Transferable  Servicing  Interest  may be reduced  by the  Trustee to the extent
reasonably  necessary (in the sole discretion of the Trustee) for the Trustee to
obtain a qualified  successor  Master Servicer (which  successor may include the
Trustee) that meets the  requirements  of Section 6.4(b) and who requires market
rate  servicing  compensation  that accrues at a per annum rate in excess of the
Minimum Master Servicer Fee Rate. The Master Servicer shall pay the Transferable
Servicing  Interest to the holder of the Transferable  Servicing Interest (i.e.,
Midland  or any such  third  party) at such time and to the  extent  the  Master
Servicer is entitled to receive  payment of its Master  Servicer Fees hereunder,
notwithstanding  any resignation or termination of Midland hereunder (subject to
reduction pursuant to the preceding sentence).

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

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<PAGE>

          (b) As compensation for its activities hereunder, the Special Servicer
shall be entitled  to the  Standby  Special  Servicer  Fee with  respect to each
Mortgage  Loan and the  Special  Servicer  Fee with  respect  to each  Specially
Serviced  Mortgage  Loan,  which shall be payable from amounts on deposit in the
Collection  Account as set forth in Section  3.6(a)(iv).  The Special Servicer's
rights to the Standby Special  Servicer Fee and the Special Servicer Fee may not
be transferred in whole or in part except in connection with the transfer of all
of the Special Servicer's responsibilities and obligations under this Agreement.
The  Special  Servicer  shall also be  entitled  pursuant  to, and to the extent
provided  in,  Section  3.7(b) to withdraw  from any REO Account any interest or
other income earned on deposits  therein.  Notwithstanding  the  foregoing,  the
Standby Special Servicer Fee payable to the Special Servicer each month pursuant
to Section 3.6(a)(iv) shall be reduced, but not below zero, by the amount of any
Special  Servicer  Fee,  Workout  Fee or  Disposition  Fee  paid to the  Special
Servicer in such month pursuant to Section 3.6(a)(iv).

               In addition,  the Special  Servicer shall be entitled to receive,
as additional Servicing Compensation,  to the extent permitted by applicable law
and the related Notes and  Mortgages,  any late payment  charges or late fees or
Default  Interest (to the extent not used to offset Advance  Interest Amounts as
provided  herein),   demand  fees,  assumption  fees,  loan  modification  fees,
extension  fees,  consent  fees,  Loan  Service  Transaction  Fees,  beneficiary
statement charges, or similar items (but not including any Prepayment Premiums),
in each case to the  extent  received  with  respect to any  Specially  Serviced
Mortgage  Loan.  The Special  Servicer  shall also be  entitled  to receive,  as
additional Servicing Compensation, to the extent permitted by applicable law and
the related Notes and Mortgages,  25% of any extension fees,  modification fees,
consent fees and assumption fees to the extent  collected on Mortgage Loans that
are not Specially Serviced Mortgage Loans.

               Furthermore,  the Special  Servicer shall be entitled to receive,
as additional Servicing Compensation, a workout fee (the "Workout Fee") equal to
the  product of 1.0% and the amount of Net  Collections  received  by the Master
Servicer or the Special  Servicer with respect to each Corrected  Mortgage Loan.
If any Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan,
any right to the  Workout  Fee with  respect  to such  Mortgage  Loan  earned in
connection with the initial modification, restructuring or workout thereof shall
terminate,  and the Special  Servicer shall be entitled to a new Workout Fee for
such Mortgage Loan upon resolution or workout of the subsequent event of default
under such Mortgage  Loan. If the Special  Servicer is terminated for any reason
hereunder  it shall  retain the right to receive  any  Workout  Fees  payable in
respect of any (i) Mortgage Loans which became  Corrected  Mortgage Loans during
the period that it acted as Special Servicer or (ii) Specially Serviced Mortgage
Loan for which the Special  Servicer  has cured the event of default  under such
Specially  Serviced  Mortgage  Loan  through a  modification,  restructuring  or
workout  negotiated by the Special  Servicer and evidenced by a signed  writing,
but which had not as of the time the Special  Servicer was  terminated  become a
Corrected  Mortgage  Loan  solely  because  the  Borrower  had  not  made  three
consecutive timely monthly payments and which  subsequently  becomes a Corrected
Mortgage Loan as a result of the Borrower making such three  consecutive  timely
monthly  payments (and the successor  Special  Servicer shall not be entitled to
any portion of such Workout  Fees),  in each case until the Workout Fees for any
such Mortgage Loan ceases to be payable in accordance with this paragraph.


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               The parties acknowledge that the Special Servicer may be required
pursuant to the terms of this Agreement to perform  certain actions with respect
to  Mortgage  Loans  that  are not  Specially  Serviced  Mortgage  Loans  (e.g.,
consenting to amendments,  assumptions,  releases of  collateral,  etc.) and the
performing of such actions with respect to such non-Specially  Serviced Mortgage
Loans  shall not in and of itself  cause such  Mortgage  Loans to be  considered
Specially  Serviced Mortgage Loans or cause a Special Servicer Fee to be payable
with respect to such Mortgage Loans.

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

          (c) In addition to other Special Servicer compensation provided for in
this Agreement,  and not in lieu thereof, the Special Servicer shall be entitled
to the Disposition Fee payable out of certain Liquidation  Proceeds prior to the
deposit of the related Net Liquidation  Proceeds in the Collection  Account.  If
the Special  Servicer is terminated  for any reason  hereunder and a Disposition
Fee is subsequently  payable with respect to a Specially  Serviced Mortgage Loan
or related REO Property that was being  administered by the Special  Servicer at
the time of termination,  then the terminated Special Servicer and the successor
Special  Servicer shall apportion the  Disposition  Fee between  themselves in a
manner  that  reflects  the  relative  contribution  of each  such  servicer  in
obtaining the Liquidation Proceeds.

          (d) If the Master  Servicer,  the Special  Servicer,  the  Certificate
Administrator or the Trustee receives a request or inquiry from a Borrower,  any
Certificateholder or any other Person the response to which would, in the Master
Servicer's,  the Special  Servicer's,  the  Certificate  Administrator's  or the
Trustee's  reasonable  judgment,  require the  assistance of  Independent  legal
counsel or other consultant to the Master Servicer,  the Special  Servicer,  the
Certificate  Administrator  or the  Trustee,  the cost of which  would not be an
expense  of the Trust Fund  hereunder,  then the Master  Servicer,  the  Special
Servicer,  the  Certificate  Administrator  or the Trustee,  as the case may be,
shall not be required to take any action in response to such  request or inquiry
unless  such  Borrower  or such  Certificateholder  or  such  other  Person,  as
applicable,  makes  arrangements for the payment of the Master  Servicer's,  the
Special  Servicer's,  the  Certificate  Administrator's  or  Trustee's  expenses
associated with such counsel or other consultant (including, without limitation,
posting  an  advance  payment  for such  expenses)  satisfactory  to the  Master
Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
the case may be, in its sole  discretion.  Unless  such  arrangements  have been
made, the Master Servicer, the Special Servicer,  the Certificate  Administrator
or the  Trustee,  as the case may be,  shall have no liability to any Person for
the failure to respond to such request or inquiry.

          Section 3.13.  Reports to the  Certificate  Administrator;  Collection
Account Statements.

          (a)  The  Master  Servicer  shall  deliver  to the  Paying  Agent  (in
electronic, downloadable format reasonably acceptable to the Master Servicer and
the Paying Agent), with a copy to the Certificate  Administrator and each Rating
Agency,  (i) no later than 3:00 p.m. (New York City time) on the third  Business
Day preceding the related  Distribution Date (A) the Servicer  Remittance Report
with  respect  to  such  Determination   Date  (which  shall  include,

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without limitation,  the amount of the Master Servicer Remittance Amount for the
related  Distribution Date) and (B) a written statement of required P&I Advances
for  the  related   Determination   Date  together  with  the   certificate  and
documentation  required by the definition of  Nonrecoverable  Advance related to
any  determination  that any such P&I Advance would  constitute a Nonrecoverable
Advance made as of such  Determination  Date. The Master  Servicer shall deliver
the CMSA Loan  Set-up  File to the  Certificate  Administrator  on or before the
third  Distribution  Date after the Start-up Day;  provided,  however,  that the
Master Servicer shall promptly after the Start-up Day deliver to the Certificate
Administrator  those  portions  of the CMSA Loan  Set-up  File  required  by the
Certificate  Administrator  for purposes of making the  calculations and reports
referred to in Article IV and otherwise in this  Agreement.  The Master Servicer
shall not be  required  to prepare  and  deliver any of the CMSA IRP reports and
files that it is required to deliver (other than the Loan Periodic  Update File)
before the third  Distribution Date after the Start-up Day. Such reports and any
written  information  supplemental  thereto shall include such  information with
respect to the Mortgage  Loans that is  reasonably  required by the  Certificate
Administrator for purposes of making the calculations and reports referred to in
Article IV and otherwise in this Agreement. Such information may be delivered by
the Master Servicer to the Certificate Administrator in such electronic or other
form as may be reasonably  acceptable to the Certificate  Administrator  and the
Master Servicer.

          (b) Not  later  than  9:00  a.m.  (New  York  City  time) on the first
Business Day following  each  Determination  Date,  the Special  Servicer  shall
prepare  and  deliver  or cause  to be  delivered  to the  Master  Servicer  the
following  reports (or data files  relating  to reports of the Master  Servicer)
with respect to the Specially  Serviced  Mortgage Loans and any REO  Properties,
providing  the  information  required of the Special  Servicer in an  electronic
format  reasonably  acceptable to the Master  Servicer as of such  Determination
Date: (i) a Property File; (ii) a Loan Periodic Update File;  (iii) a Delinquent
Loan Status Report; (iv) a Comparative Financial Status Report; (v) a Historical
Liquidation Report; (vi) a Historical Loan Modification  Report; and (vii) a REO
Status Report.  The Special Servicer shall not be required to prepare any of the
foregoing  reports  (other than the Loan Periodic  Update File) before the third
Distribution  Date after the  Start-up  Day. In addition,  the Special  Servicer
shall from time to time provide the Master Servicer with such information in the
Special  Servicer's  possession  regarding the Specially Serviced Mortgage Loans
and REO  Properties  as may be requested by the Master  Servicer and  reasonably
necessary  for the Master  Servicer to prepare each report and any  supplemental
information  required to be provided by the Master  Servicer to the  Certificate
Administrator.

          (c) Each month the Master Servicer shall update the information in the
Operating  Statement  Analysis  Report  for  each  Mortgage  Loan  that is not a
Specially  Serviced  Mortgage  Loan  for  which  the  Master  Servicer  received
quarterly  or annual  operating  statements  or rent rolls  with  respect to the
related Mortgaged  Property at least 45 days prior to the related  Determination
Date.  Each month the  Special  Servicer  shall  update the  information  in the
Operating Statement Analysis Report for each Specially Serviced Mortgage Loan or
REO  Property  for which  the  Special  Servicer  received  quarterly  or annual
operating  statements  or rent  rolls  with  respect  to the  related  Mortgaged
Property or REO  Property  at least 30 days prior to the  related  Determination
Date.  On each  Determination  Date,  the  Special  Servicer  shall  remit  each
Operating Statement Analysis Report prepared by it, together with the underlying
operating

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statements  and rent  rolls,  to the  Master  Servicer  in a  format  reasonably
acceptable to the Master Servicer.

          (d) Each month the Master Servicer shall update the information in the
NOI Adjustment Worksheet for each Mortgage Loan that is not a Specially Serviced
Mortgage Loan for which the Master Servicer received annual operating statements
with  respect to the  related  Mortgaged  Property at least 45 days prior to the
related  Determination  Date.  Each month the Special  Servicer shall update the
information in the NOI Adjustment Worksheet for each Specially Serviced Mortgage
Loan or REO Property for which the Special  Servicer  received annual  operating
statements  with  respect to the related  Mortgaged  Property or REO Property at
least 30 days prior to the related  Determination  Date.  On each  Determination
Date, the Special Servicer shall remit each NOI Adjustment Worksheet prepared by
it, together with the underlying operating statements, to the Master Servicer in
a format reasonably acceptable to the Master Servicer.

          (e) The Master  Servicer  may, but is not required to, make any of the
reports or files comprising the CMSA IRP (other than any files that are prepared
by the Certificate  Administrator) available each month on the Master Servicer's
Internet  website.  In connection with providing access to the Master Servicer's
Internet  website,   the  Master  Servicer  may  require  registration  and  the
acceptance of a disclaimer and otherwise adopt  reasonable  rules and procedures
(which may provide  indemnification  to the Master Servicer for any liability or
damage that may arise therefrom).

          (f)  For so  long as the  Master  Servicer  makes  deposits  into  and
withdrawals from the Collection Account,  not later than fifteen days after each
Distribution  Date,  the  Master  Servicer  shall  forward  to  the  Certificate
Administrator  a statement  prepared by the Master  Servicer  setting  forth the
status  of the  Collection  Account  as of the  close  of  business  on the last
Business Day of the related  Collection  Period showing the aggregate  amount of
deposits into and withdrawals  from the Collection  Account for each category of
deposit  specified in Section 3.5 and each category of  withdrawal  specified in
Section 3.6 for such Collection Period.

          (g) The  Master  Servicer  may  conclusively  rely on and shall not be
responsible  for the  content or  accuracy  of the reports to be provided by the
Special  Servicer.  The Certificate  Administrator  may conclusively rely on and
shall not be  responsible  for the  content  or  accuracy  of the  reports to be
provided by the Master Servicer or Special Servicer.  In the case of information
or  reports  to  be  furnished  by  the  Master   Servicer  to  the  Certificate
Administrator,  to the extent  that such  information  or reports  are, in turn,
based on  information  or reports to be prepared  and  delivered  by the Special
Servicer,  the  Master  Servicer  shall  have  no  obligation  to  provide  such
information or reports to the  Certificate  Administrator  until it has received
the requisite  information or reports from the Special Servicer,  and the Master
Servicer  shall not be in  default  hereunder  due to a delay in  providing  any
reports that it is required to provide to the Certificate  Administrator that is
caused by the Special  Servicer's  failure to timely provide any  information or
report required under this Agreement.

          (h) Notwithstanding the foregoing,  however, the failure of the Master
Servicer or Special Servicer to disclose any information  otherwise  required to
be disclosed by this Section 3.13 shall not  constitute a breach of this Section
3.13 to the extent the Master Servicer or Special

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Servicer so fails  because  such  disclosure,  in the  reasonable  belief of the
Master  Servicer or the Special  Servicer as the case may be, would  violate any
applicable  law  or  any  provision  of a  Mortgage  Loan  document  prohibiting
disclosure  of  information  with  respect to the  Mortgage  Loans or  Mortgaged
Properties.  The  Master  Servicer  or the  Special  Servicer  may  affix to any
information provided by it any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

               (i) If the Master Servicer or the Special Servicer is required to
deliver  any  statement,  report  or  information  under any  provision  of this
Agreement,  the Master Servicer or the Special Servicer, as the case may be, may
satisfied  such  obligation  by (x)  physically  delivering a paper copy of such
statement,  report or  information,  (y) delivering  such  statement,  report or
information in a commonly used  electronic  format or (z) making such statement,
report or information available on the Master Servicer's Internet website or the
Certificate Administrator's Internet website, unless this Agreement specifically
specifies a particular method of delivery.  Notwithstanding  the foregoing,  the
Certificate Administrator may request delivery in paper format of any statement,
report or information required to be delivered to the Certificate  Administrator
and clause (z) shall not apply to the delivery of any information required to be
delivered to the Certificate  Administrator unless the Certificate Administrator
consents to such delivery.

          Section 3.14. Annual Statement as to Compliance.

     The Master Servicer and the Special  Servicer shall deliver to the Trustee,
the  Certificate  Administrator,  the Rating  Agencies,  the Depositor and, upon
request,  the  Operating  Adviser on or before March 15 of each year,  beginning
with March 15, 2002,  an Officer's  Certificate  stating,  as to each  signatory
thereof,  (i) that a review of the  activities  of the  Master  Servicer  or the
Special  Servicer,  as applicable,  during the preceding  calendar year (or such
shorter  period from the Closing Date to the end of the related  calendar  year)
and of its  performance  under this Agreement has been made under such officer's
supervision,  (ii) that, to the best of such officer's knowledge,  based on such
review,  it has fulfilled in all material  respects all of its obligations under
this Agreement  throughout such year (or such shorter period),  or, if there has
been a default in the fulfillment of any such  obligation,  specifying each such
default known to such officer,  the nature and status thereof and what action it
proposes to take with respect thereto, (iii) that, to the best of such officer's
knowledge,   each   Sub-Servicer   has  fulfilled  its  obligations   under  its
Sub-Servicing  Agreement  in all  material  respects,  or,  if there  has been a
material  default in the fulfillment of such  obligations,  specifying each such
default  known to such  officer  and the  nature and  status  thereof,  and (iv)
whether it has received any notice regarding  qualification,  or challenging the
status,  of REMIC I,  REMIC II or REMIC III as a REMIC from the IRS or any other
governmental agency or body; provided,  that each of the Master Servicer and the
Special  Servicer  shall not be required to cause the delivery of such Officer's
Certificate  until April 15 in any given year so long as it has received written
confirmation from the Depositor that a Report on Form 10-K is not required to be
filed in respect of the Trust Fund for the preceding calendar year.

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          Section 3.15. Annual Independent Public Accountants' Servicing Report.

     On or before  March 15 of each  calendar  year,  beginning  with 2002,  the
Master  Servicer  and the  Special  Servicer  at  their  expense  shall  cause a
nationally  recognized  firm of  Independent  public  accountants  (who may also
render  other  services  to the Master  Servicer  or the  Special  Servicer,  as
applicable)  to furnish  to the  Trustee,  the  Certificate  Administrator,  the
Depositor (in  electronic  format),  each Rating  Agency and, upon request,  the
Operating  Adviser a report  stating  that (i) it has  obtained  from the Master
Servicer or the Special Servicer, as the case may be, a letter of representation
regarding  certain  matters from the  management  of the Master  Servicer or the
Special  Servicer,  as the case may be,  which  includes an  assertion  that the
Master Servicer or the Special  Servicer,  as the case may be, has maintained an
effective  internal control system with respect to the servicing of the Mortgage
Loans and has complied with certain  minimum  mortgage loan servicing  standards
identified  in the  Uniform  Single  Attestation  Program for  Mortgage  Bankers
established by the Mortgage Bankers Association of America,  with respect to the
Master  Servicer's or the Special  Servicer's,  as the case may be, servicing of
commercial and  multifamily  mortgage  loans during the most recently  completed
calendar  year  under  this   Agreement  or  the  servicing  of  commercial  and
multifamily mortgage loans under substantially similar contracts 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
assertion is fairly stated in all material respects,  subject to such exceptions
and other  qualifications  that,  in the  opinion of such firm,  such  standards
require it to report.  The Master Servicer and the Special Servicer shall not be
required to cause the  delivery of such report  until April 15 in any given year
so long as it has received written confirmation from the Depositor that a Report
on Form 10-K is not required to be filed with the  Commission  in respect of the
Trust Fund for the preceding calendar year.

          Section 3.16. Access to Certain Documentation.

          (a) The Master Servicer and the Special  Servicer shall provide to any
Certificateholders  that  are  federally  insured  financial  institutions,  the
Federal  Reserve  Board,  the FDIC and the OTS and the  supervisory  agents  and
examiners of such boards and such  corporations,  and any other  governmental or
regulatory body to the jurisdiction of which any  Certificateholder  is subject,
access to the documentation  regarding the Mortgage Loans required by applicable
regulations of the Federal Reserve Board,  FDIC, OTS or any such governmental or
regulatory  body,  such access being afforded only upon  reasonable  request and
during  normal  business  hours at the  offices  of the Master  Servicer  or the
Special Servicer, as applicable.

          (b) Nothing in this Section 3.16 shall detract from the  obligation of
the Master Servicer or the Special Servicer to observe any applicable law or any
provisions of the Mortgage Loan Documents prohibiting  disclosure of information
with  respect to the  Borrowers or the  Mortgage  Loans,  and the failure of the
Master  Servicer or the Special  Servicer,  as applicable,  to provide access as
provided  in  this  Section  3.16  as a  result  of such  obligation  shall  not
constitute a breach of this Section 3.16.

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          Section 3.17. Title and Management of REO Properties.

          (a) In the event that title to any Mortgaged  Property is acquired for
the  benefit  of  Certificateholders  in  foreclosure  or by  deed  in  lieu  of
foreclosure,  the deed or  certificate of sale shall be taken in the name of the
Trustee,  or its nominee  (which  shall not  include the Master  Servicer or the
Special Servicer),  or a separate trustee or co-trustee,  on behalf of the Trust
Fund. The Special Servicer shall maintain  accurate records with respect to each
related  REO  Property  reflecting  the status of taxes,  assessments  and other
similar  items that are or may become a lien on such REO Property and the status
of insurance  premiums payable with respect thereto.  The Special  Servicer,  on
behalf of the Trust Fund, shall dispose of any REO Property within three taxable
years  after the close of the  taxable  year in which  the Trust  Fund  acquires
ownership of such REO Property (the "REO Grace  Period") for purposes of Section
860G(a)(8) of the Code, unless (i) the Special  Servicer,  on behalf of REMIC I,
has timely  applied  for and  received  an  extension  of such REO Grace  Period
pursuant to Sections  856(e)(3) and 860G(a)(8)(A) of the Code, in which case the
Special  Servicer  shall  sell such REO  Property  by the end of the  applicable
extension period or (ii) the Special Servicer seeks and subsequently receives an
Opinion of Counsel  (the cost of such  opinion  shall be advanced as a Servicing
Advance, unless it would be a Nonrecoverable Advance),  addressed to the Special
Servicer  and the  Trustee,  to the effect that the holding by the Trust Fund of
such REO Property  for an  additional  specified  period will not cause such REO
Property  to fail to qualify as  "foreclosure  property"  within the  meaning of
Section  860G(a)(8)  of the Code  (determined  without  regard to the  exception
applicable  for  purposes  of Section  860D(a) of the Code) at any time that any
Certificate is outstanding,  in which case the Special  Servicer shall sell such
REO Property by the end of such additional period, subject to any conditions set
forth in such Opinion of Counsel.  The Special Servicer,  on behalf of the Trust
Fund, shall dispose of any REO Property held by the Trust Fund prior to the last
day of the  period  (taking  into  account  extensions)  within  which  such REO
Property  is required  to be  disposed  of  pursuant  to the  provisions  of the
immediately  preceding  sentence in a manner  provided  under Section 3.18.  The
Special Servicer shall manage,  conserve,  protect and operate each REO Property
for the Certificateholders solely for the purpose of its disposition and sale in
a  manner  which  does  not  cause  such  REO  Property  to fail to  qualify  as
"foreclosure  property"  within the  meaning of Section  860G(a)(8)  of the Code
(determined  without regard to the exception  applicable for purposes of Section
860D(a)) of the Code or, except as  contemplated by Section  3.17(d),  result in
the  receipt by REMIC I of any "income  from  non-permitted  assets"  within the
meaning of Section  860F(a)(2)(B)  of the Code,  in an  Adverse  REMIC  Event in
respect of any of the REMICs or in an Adverse Grantor Trust Event.

          (b) The Special Servicer shall have full power and authority,  subject
only to the specific requirements and prohibitions of this Agreement,  to do any
and all  things in  connection  with any REO  Property  as are  consistent  with
Servicing  Standard,  all on such  terms  and for  such  period  as the  Special
Servicer  deems to be in the  best  interests  of  Certificateholders,  and,  in
connection  therewith,  the  Special  Servicer  shall  agree to the  payment  of
management fees that are consistent with general market  standards.  The Special
Servicer  shall  segregate and hold all revenues  received by it with respect to
any REO Property  separate  and apart from its own funds and general  assets and
shall  establish  and  maintain  with  respect to any REO  Property a segregated
custodial  account (each, an "REO Account"),  each of which shall be an Eligible


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Account and shall be entitled  "[Insert name of Trustee],  as Trustee,  in trust
for Holders of PNC Mortgage Acceptance Corp.,  Commercial Mortgage  Pass-Through
Certificates,  Series  2001-C1,  REO  Account."  The Special  Servicer  shall be
entitled to any interest or investment  income  earned on funds  deposited in an
REO Account to the extent provided in Section 3.7(b). The Special Servicer shall
deposit or cause to be deposited in the related REO Account  within two Business
Days after  receipt  all REO  Proceeds  received  by it with  respect to any REO
Property, and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property, including:

               (i) all  insurance  premiums  and ground  rents,  if any, due and
payable in respect of such REO Property;

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

               (iii) all costs and  expenses  necessary  to  protect,  maintain,
manage, operate, repair and restore such REO Property.

     To the extent that such REO Proceeds are  insufficient for the purposes set
forth in clauses (i) through  (iii)  above,  the Master  Servicer  shall make an
Advance  equal to the  amount  of such  shortfall  unless  the  Master  Servicer
determines,   in  its  reasonable  judgment,   that  such  Advance  would  be  a
Nonrecoverable  Advance.  The Master Servicer shall be entitled to reimbursement
of such  Advances  (with  interest  at the  Advance  Rate) made  pursuant to the
preceding sentence, to the extent permitted pursuant to Section 3.6. The Special
Servicer shall remit to the Master Servicer from each REO Account for deposit in
the Collection  Account on a monthly basis prior to the related  Remittance Date
the Net REO Proceeds received or collected from the related REO Property, except
that in determining  the amount of such Net REO Proceeds,  the Special  Servicer
may retain in such REO Account reasonable reserves for repairs, replacements and
necessary capital improvements and other related expenses.

     Notwithstanding the foregoing, the Special Servicer shall not:

               (i) permit the Trust Fund to enter into,  renew or extend any New
Lease if the New Lease, by its terms, will give rise to any income that does not
constitute Rents from Real Property;

               (ii) permit any amount to be  received  or accrued  under any New
Lease other than amounts that will constitute Rents from Real Property;

               (iii)  authorize,  perform or permit any  construction on any REO
Property,  other than the repair or  maintenance  thereof or the completion of a
building  or other  improvement  thereon,  and then only if more than 10% of the
construction of such building or other  improvement was completed before default
on the related Mortgage Loan became imminent,  all within the meaning of Section
856(e)(4)(B) of the Code; or

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               (iv)  Directly  Operate  or  allow  any  Person  (other  than  an
Independent  Contractor) to Directly  Operate any REO Property on, any date more
than 90 days after its date of acquisition by the Trust Fund;

unless,  in any such case,  the Special  Servicer has  requested and received an
Opinion of Counsel  addressed  to the  Special  Servicer,  the  Trustee  and the
Certificate  Administrator  (the cost of such  opinion  shall be  advanced  as a
Servicing Advance unless such Advance would be a Nonrecoverable  Advance) to the
effect that such  action will not cause such REO  Property to fail to qualify as
"foreclosure  property"  within the  meaning of Section  860G(a)(8)  of the Code
(determined  without regard to the exception  applicable for purposes of Section
860D(a)  of the Code) at any time that it is held by the  Trust  Fund,  in which
case the Special Servicer may take such actions as are specified in such Opinion
of Counsel.

        The Special  Servicer  shall be required to contract with an Independent
Contractor for the operation and  management of any REO Property  within 90 days
of the Trust Fund's acquisition  thereof (unless the Special Servicer shall have
provided  the  Trustee  and the  Certificate  Administrator  with an  Opinion of
Counsel  that the  operation  and  management  of such REO  Property  other than
through an Independent  Contractor  shall not cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Code Section 860G(a)(8))
(the cost of such opinion shall be advanced as a Servicing  Advance  unless such
Advance would be a Nonrecoverable Advance), provided that:

               (i) the terms and  conditions of any such  contract  shall not be
inconsistent herewith and shall reflect an arm's length agreement;

               (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,  the  services  rendered  and other
relevant factors;

               (iii) any such contract shall require,  or shall be  administered
to  require,  that the  Independent  Contractor  (A) pay all costs and  expenses
incurred in connection  with the operation and  management of such REO Property,
and (B) remit all related revenues collected (net of its fees and such costs and
expenses) to the Special Servicer upon receipt;

               (iv) none of the provisions of this Section  3.17(b)  relating to
any such contract or to actions taken  through any such  Independent  Contractor
shall be deemed  to  relieve  the  Special  Servicer  of any of its  duties  and
obligations to the Trust Fund or the Trustee on behalf of the Certificateholders
with respect to the operation and management of any such REO Property; and

               (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.

          (c) When and as  necessary,  the  Special  Servicer  shall send to the
Trustee a statement prepared by the Special Servicer setting forth the amount of
net income or net loss, as determined for federal income tax purposes, resulting
from the operation and  management of a trade or business on, the  furnishing or
rendering  of a  non-customary  service to the tenants of, or the receipt of any
other amount not  constituting  Rents from Real  Property in respect of, any REO
Property in accordance with Section 3.17(b).

          (d) Promptly  following  any  acquisition  by the Trust Fund of an REO
Property,  the  Special  Servicer  shall  obtain (i) an update of any  appraisal
performed  pursuant to Section 3.23 which is more than 12 months old, or (ii) to
the extent that an appraisal has not been obtained pursuant to such Section,  an
appraisal of such REO Property by an  Independent  appraiser  familiar  with the
area in which such REO Property is located in order to determine the fair market
value of such REO Property and shall notify the Depositor and the Trustee of the
results of such  appraisal.  Any such appraisal shall be conducted in accordance
with MAI  standards  by an  appraiser  with at least 5 years  experience  in the
relevant  property type and in the jurisdiction in which the Mortgaged  Property
is located and the cost thereof shall be reimbursable as a Servicing Advance.

          Section  3.18.  Sale of  Specially  Serviced  Mortgage  Loans  and REO
Properties.

          (a)  With  respect  to any  Specially  Serviced  Mortgage  Loan or REO
Property which the Special  Servicer has  determined to sell in accordance  with
Section 3.10 or otherwise,  the Special  Servicer  shall deliver to the Trustee,
the Certificate Administrator and the Operating Adviser an Officer's Certificate
to the effect that the Special  Servicer has  determined to sell such  Specially
Serviced Mortgage Loan or REO Property in accordance with this Section 3.18. The
Special Servicer will give the Trustee,  the Certificate  Administrator  and the
Operating  Adviser not less than 10 Business  Days' prior written  notice of its
intention to sell any Specially  Serviced  Mortgage  Loan or REO  Property.  The
Operating  Adviser may, at its option,  within 10 Business Days after receipt of
such notice, purchase (or designate an Affiliate to purchase) any such Specially
Serviced  Mortgage  Loan or REO  Property  out of the Trust Fund at a cash price
equal to the applicable Repurchase Price. The Repurchase Price for any Specially
Serviced  Mortgage  Loan or REO Property  purchased  under this Section  3.18(a)
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  Operating
Adviser (or the  designated  Affiliate  thereof) the related  Mortgage File, and
shall execute and deliver such  instruments of transfer or  assignment,  in each
case without recourse, representation or warranty as shall be provided to it and
are  reasonably  necessary to vest in the ownership of such Mortgage Loan or REO
Property.  In connection  with any such  purchase,  the Special  Servicer  shall
deliver the  related  servicing  file to the  Certificateholder  effecting  such
purchase.

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          (b) If the Operating Adviser (or a designated  Affiliate  thereof) has
not purchased any Specially  Serviced Mortgage Loan or REO Property described in
the first  sentence of Section  3.18(a)  within 10  Business  Days of its having
received  notice in respect  thereof  pursuant to Section  3.18(a)  above or has
specifically  waived in writing its right to purchase  such  Specially  Serviced
Mortgage  Loan or REO  Property,  then either the Special  Servicer,  the Master
Servicer or the applicable Seller, in that order, may, at its option,  within 10
Business Days after the earlier of the expiration of such 10 Business Day period
or receipt of the Operating Adviser's written waiver of such right, purchase (or
designate an Affiliate  thereof to purchase)  such Mortgage Loan or REO Property
out of the  Trust  Fund at a cash  price  equal  to the  Repurchase  Price.  The
Repurchase Price for any such Mortgage Loan or REO Property purchased under this
Section 3.18(b) 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
Master  Servicer,  the Special  Servicer or Seller (or the designated  Affiliate
thereof),  as  applicable,  the related  Mortgage  File,  and shall  execute and
deliver  such  instruments  of transfer  or  assignments,  in each case  without
recourse,  representation  or  warranty  as  shall  be  provided  to it and  are
reasonably  necessary to vest in the Master  Servicer,  the Special  Servicer or
Seller (or the designated  Affiliate thereof),  as applicable,  the ownership of
such Mortgage Loan or REO Property.  In connection with any such purchase by the
Master Servicer or the applicable Seller, the Special Servicer shall deliver the
related servicing file to the Master Servicer or Seller, as applicable.

          (c) The Special  Servicer  may offer to sell to any Person  (including
the  Depositor,  the Master  Servicer,  the Special  Servicer and the  Operating
Adviser) any  Specially  Serviced  Mortgage  Loan or REO Property not  otherwise
purchased  pursuant  to  Section  3.18(a)  or  3.18(b)  if and when the  Special
Servicer  determines,  consistent with the Servicing Standard,  that such a sale
would  be in  the  best  economic  interests  of  the  Certificateholders  (as a
collective  whole).  The Special Servicer shall notify the Operating  Adviser at
least 10 Business Days before offering to sell any Specially  Serviced  Mortgage
Loan or REO Property pursuant to this Section 3.18(c).  Such offer 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 and  condition,  if liability for breach thereof is limited to recourse
against  the  Trust  Fund),  but  shall,  in any  event,  so offer to sell  such
Specially  Serviced  Mortgage  Loan or REO  Property  no  later  than  the  time
determined  by the Special  Servicer to be  sufficient  to result in the sale of
such  Specially  Serviced  Mortgage  Loan  or REO  Property  within  the  period
specified in Section  3.17(a).  The Special  Servicer shall give the Trustee and
the  Certificate  Administrator  not less than ten Business  Days prior  written
notice of its  intention to sell such  Specially  Serviced  Mortgage Loan or REO
Property,  in which case the Special  Servicer  shall accept any offer  received
from any Person that is  determined  by the  Special  Servicer to be a fair cash
price,  as determined in accordance  with Section  3.18(b),  for such  Specially
Serviced Mortgage Loan or REO Property if the offeror is a Person other than the
Special Servicer or an Affiliate thereof, or is determined to be such a price by
the  Trustee if the offeror is the Special  Servicer  or an  Affiliate  thereof;
provided,  however,  that any offer by an Interested Person in the amount of the
Repurchase  Price  shall be  deemed  to be a fair  cash  price.  Notwithstanding
anything to the contrary herein,  neither the Trustee in its individual capacity
nor any of its

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Affiliates,  may make an offer to purchase or purchase  any  Specially  Serviced
Mortgage Loan or any REO Property pursuant hereto.

     In addition,  in the event that the Special Servicer receives more than one
fair offer with respect to any Specially Serviced Mortgage Loan or REO Property,
the Special Servicer may accept an offer that is not the highest fair cash offer
if it determines,  in accordance with the Servicing Standard, that acceptance of
such  offer  would  be in the  best  interests  of the  Certificateholders  (for
example,  if the prospective buyer making the lower cash offer is more likely to
perform its  obligations,  or the terms offered by the prospective  buyer making
the lower cash offer are more favorable). In the event that the Special Servicer
determines  with  respect to any REO  Property  that the offers  being made with
respect thereto are not in the best interests of the Certificateholders and that
the end of the REO Grace Period  referred to in Section  3.17(a) with respect to
such REO Property is approaching,  the Special  Servicer shall seek an extension
of such REO Grace Period in the manner described in Section  3.17(a);  provided,
however, that the Special Servicer shall use its best efforts in accordance with
the Servicing Standard,  to sell any REO Property no later than the day prior to
the Determination Date immediately prior to the Rated Final Distribution Date.

          (d) In determining  whether any offer received represents a fair price
for any  Specially  Serviced  Mortgage  Loan or any REO  Property,  the  Special
Servicer or the Trustee shall be entitled to engage and may conclusively rely on
the opinion of an  Independent  appraiser or other expert in real estate matters
retained by the  Special  Servicer  or the  Trustee,  the cost of which shall be
advanced  as a  Servicing  Advance,  unless such  Servicing  Advance  would be a
Nonrecoverable  Advance.  In  determining  whether any offer  constitutes a fair
price for any Specially Serviced Mortgage Loan or any REO Property,  the Special
Servicer or the Trustee  (or, if  applicable,  such  appraiser)  shall take into
account,  and any  appraiser  or other  expert in real estate  matters  shall be
instructed to take into account, the appraisal obtained pursuant to Section 3.23
and,  as  applicable,  among  other  factors,  the  period  and  amount  of  any
delinquency on such Specially  Serviced  Mortgage Loan, the physical  (including
environmental) condition of the related Mortgaged Property or such REO Property,
the state of the local economy and the Trust Fund's obligation to dispose of any
REO Property within the time period specified in Section 3.17(a).

          (e) Subject to the  provisions of Section 3.17,  the Special  Servicer
shall act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection  with the sale of any Specially  Serviced
Mortgage Loan or REO Property,  including the collection of all amounts  payable
in connection  therewith.  Any sale of a Specially Serviced Mortgage Loan or any
REO Property shall be without recourse to, or representation or warranty by, the
Trustee,  the  Depositor,   the  Master  Servicer,  the  Special  Servicer,  the
Certificate  Administrator  or the Trust Fund  (except that any contract of sale
and  assignment  and conveyance  documents may contain  customary  warranties of
title and  condition,  so long as the only recourse for breach thereof is to the
Trust Fund),  and, if such sale is consummated in accordance  with the duties of
the Special  Servicer,  the Master  Servicer,  the  Depositor,  the  Certificate
Administrator  and the Trustee pursuant to the terms of this Agreement,  no such
Person  who so  performed  shall  have any  liability  to the Trust  Fund or any
Certificateholder  with respect to the purchase price  therefor  accepted by the
Special Servicer or the Trustee.

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          (f) Net  Liquidation  Proceeds  related  to any  such  sale  shall  be
promptly,  and in any event within one Business Day following  receipt  thereof,
deposited in the Collection Account in accordance with Section 3.5(a)(iv).

          Section 3.19. Inspections.

     Commencing  in 2002,  the Master  Servicer  (or,  with respect to Specially
Serviced Mortgage Loans and REO Properties,  the Special Servicer) shall inspect
or cause to be inspected each Mortgaged  Property at least once every two years;
provided,  however if the related Mortgage Loan (i) has a then current principal
balance of at least $2,000,000,  (ii) has a then current principal balance of at
least 2% of the then outstanding  principal balance of all Mortgage Loans in the
Trust Fund or (iii) is a Specially  Serviced  Mortgage  Loan,  then in each such
case the related Mortgaged  Property will be inspected at least once every year.
Promptly after a Mortgage Loan becomes a Specially  Serviced  Mortgage Loan (and
in any event within 60 days thereafter),  the Special Servicer shall inspect the
related Mortgaged  Property.  The annual inspections will be done at the expense
of the servicer  performing the  inspection.  The inspection  done at the time a
Mortgage Loan becomes a Specially  Serviced  Mortgage Loan will be an expense of
the Trust Fund. The Master Servicer and the Special  Servicer shall each prepare
or cause to be prepared as soon as reasonably  possible a written report of each
such  inspection  and  shall  deliver  a copy of such  report  (which  may be in
electronic format) to the Certificate Administrator,  each Rating Agency and the
Operating  Adviser  within 15 days  after  the  preparation  thereof;  provided,
however,  that the Master  Servicer is only  required to deliver such reports to
the Operating Adviser upon request.

          Section 3.20. Available Information and Notices.

     The Master Servicer shall promptly  furnish to each Rating Agency and, upon
request,  the Operating Adviser (in written or electronic  format) quarterly and
annual  reports of each Borrower  with respect to the net  operating  income and
occupancy  rates  required to be delivered by the related  Borrower and actually
received by the Master Servicer with respect to non-Specially  Serviced Mortgage
Loans,  to the extent that delivery of such items is consistent  with applicable
law and the related Mortgage Loan Documents.  Upon request,  the Master Servicer
shall  promptly  furnish to each  Rating  Agency and the  Operating  Adviser (in
written or  electronic  format) all rent rolls and sales reports with respect to
non-Specially  Serviced  Mortgage Loans, to the extent they are delivered by the
related  Borrower to the Master Servicer and to the extent that delivery of such
items is consistent with applicable law and the related Mortgage Loan Documents.
The Master  Servicer shall promptly  notify each Rating Agency and the Operating
Adviser of any material uninsured damage to a Mortgaged Property that relates to
a non-Specially Serviced Mortgage Loan.

     The Special  Servicer shall promptly  furnish to each Rating Agency and the
Operating Adviser (in written or electronic format) quarterly and annual reports
of each Borrower with respect to the net  operating  income and occupancy  rates
required to be  delivered by the related  Borrower and actually  received by the
Special  Servicer  with respect to Specially  Serviced  Mortgage  Loans,  to the
extent that delivery of such items is  consistent  with  applicable  law and


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the related  Mortgage Loan Documents.  Upon request,  the Special Servicer shall
promptly furnish to each Rating Agency and the Operating  Adviser (in written or
electronic  format) all rent rolls and sales  reports  with respect to Specially
Serviced  Mortgage  Loans,  to the  extent  they are  delivered  by the  related
Borrower to the Special  Servicer and to the extent that  delivery of such items
is consistent with applicable law and the related  Mortgage Loan Documents.  The
Special  Servicer  shall  promptly  notify each Rating  Agency and the Operating
Adviser of any material uninsured damage to a Mortgaged Property that relates to
a Specially Serviced Mortgage Loan.

     The Master Servicer and the Special Servicer shall promptly furnish to each
Rating Agency and the Operating Adviser any Officers'  Certificates delivered by
the Master Servicer or the Special Servicer,  as applicable,  to the Trustee and
the Certificate Administrator; provided, however, that the Master Servicer shall
furnish its Officers' Certificates to the Operating Adviser only upon request.

     None of the Trustee, any Fiscal Agent, the Certificate  Administrator,  the
Master  Servicer and the Special  Servicer shall be responsible for the accuracy
or completeness of any information supplied to it by a Borrower or a third party
for inclusion in any such notice or in any other report or information furnished
or  provided  by the Master  Servicer,  the Special  Servicer,  the  Certificate
Administrator or the Trustee  hereunder,  and the Master  Servicer,  the Special
Servicer, any Fiscal Agent, the Certificate  Administrator and the Trustee shall
be indemnified  and held harmless by the Trust Fund against any loss,  liability
or  expense  incurred  in  connection  with any  legal  action  relating  to any
statement or omission or alleged  statement or omission  therein,  including any
liability  related to the inclusion of such information in any report filed with
the  Commission.   Such   indemnification   shall  survive  the  resignation  or
termination of the foregoing parties and the termination of this Agreement.

     In  addition  to the other  reports  and  information  made  available  and
distributed  to the Depositor,  the Placement  Agents,  the Trustee,  the Rating
Agencies,   the  Operating  Adviser,   the  Certificate   Administrator  or  the
Certificateholders  pursuant to other  provisions of this Agreement,  the Master
Servicer and the Special  Servicer  shall,  in accordance  with such  reasonable
rules and procedures as it may adopt (which may include the requirement  that an
agreement  governing the  availability,  use and disclosure of such information,
and which may provide  indemnification  (at the expense of the requesting party)
to the Master Servicer or the Special Servicer as applicable,  for any liability
or damage  that may arise  therefrom,  be  executed  to the  extent  the  Master
Servicer  or the  Special  Servicer,  as  applicable,  deems  such  action to be
necessary or appropriate),  also make available any information  relating to the
Mortgage  Loans,  the  Mortgaged  Properties  or the Borrowers for review by the
Depositor,   the  Rating  Agencies,  the  Placement  Agents,  the  Trustee,  the
Certificate Administrator and the Operating Adviser. The Master Servicer and the
Special Servicer,  as the case may be, will also make such information available
to any Person that the  Certificate  Administrator  at the request of the Master
Servicer or Special  Servicer  certifies is a  Certificateholder  or Certificate
Owner or potential  Certificateholder  or  Certificate  Owner.  The  Certificate
Administrator   may  base  the   certification   on  any  information  from  the
Certificateholder  or Certificate  Owner or the potential  Certificateholder  or
Certificate  Owner that the  Certificate  Administrator  may require in its sole

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discretion.  The Certificate Administrator may require such Certificateholder or
Certificate Owner or potential Certificateholder or Certificate Owner to pay any
expenses incurred by the Certificate Administrator in making such certification.

     The Certificate  Administrator (or the applicable Custodian with respect to
item (v) below) shall also make available at its offices  primarily  responsible
for  administration  of the Trust Fund, during normal business hours, for review
by the  Depositor,  the  Trustee,  the  Certificate  Administrator,  the  Rating
Agencies,  the Operating Adviser, any  Certificateholder,  the Placement Agents,
any Person identified to the Certificate Administrator by a Certificateholder or
a Certificate Owner as a prospective transferee of a Certificate or a beneficial
interest  therein and any other  Persons to whom the  Certificate  Administrator
believes  such  disclosure  is  appropriate,   the  following  items:  (i)  this
Agreement, (ii) all monthly statements to Certificateholders delivered since the
Closing  Date  pursuant to Section  4.4(a),  (iii) all annual  statements  as to
compliance delivered to the Certificate Administrator and the Depositor pursuant
to Section 3.14, (iv) all annual Independent  accountants'  reports delivered to
the Trustee and the Depositor pursuant to Section 3.15, (v) the reports prepared
by the  applicable  Custodian  pursuant  to Section  2.2 and (vi) any reports or
information  relating to the Mortgage  Loans,  the  Mortgaged  Properties or the
Borrowers  which the  Certificate  Administrator  has  received  from the Master
Servicer  or  the  Special  Servicer.  The  Certificate  Administrator  (or  the
applicable  Custodian  with respect to item (ii) below) shall make  available at
its offices  during normal  business  hours,  for review by the  Depositor,  the
Placement   Agents,   the  Master   Servicer,   the  Trustee,   the  Certificate
Administrator, the Special Servicer, the Rating Agencies, the Operating Adviser,
any  Certificateholder  or  Certificate  Owner,  any  Person  identified  to the
Certificate  Administrator  by a  Certificateholder  or  Certificate  Owner as a
prospective transferee of a Certificate or a beneficial interest therein and any
other Persons to whom the Certificate  Administrator believes such disclosure is
appropriate,  the following items: (i) the inspection  reports prepared by or on
behalf of the  Master  Servicer  or the  Special  Servicer,  as  applicable,  in
connection with the property inspections conducted by the Master Servicer or the
Special  Servicer,  as  applicable,  pursuant to Section 3.19,  (ii) any and all
modifications,  waivers and  amendments  of the terms of a Mortgage Loan entered
into by the  Master  Servicer  or the  Special  Servicer  and  (iii) any and all
Officer's   Certificates  and  other  evidence   delivered  to  the  Certificate
Administrator and the Depositor to support the Master  Servicer's  determination
that any Advance  was, or if made would be, a  Nonrecoverable  Advance,  in each
case except to the extent doing so is prohibited  by  applicable  laws or by any
documents  related to a Mortgage  Loan.  Copies of any and all of the  foregoing
items shall also be available from the Master  Servicer,  the Special  Servicer,
the Certificate  Administrator or the applicable Custodian, as applicable,  upon
request  (subject  to the  exception  in the  preceding  sentence).  The  Master
Servicer, the Special Servicer, the Certificate Administrator and the applicable
Custodian  shall be  permitted  to require  payment  (other than from any Rating
Agency) of a sum sufficient to cover the reasonable costs and expenses  incurred
by it  in  providing  copies  of or  access  to  any  information  requested  in
accordance with the previous sentence.

     The Master Servicer shall, on behalf of the Trust Fund,  prepare,  sign and
file  with  the  Commission  any and all  reports,  statements  and  information
respecting the Trust Fund which the Master Servicer or the Depositor  determines
(i) are required to be filed with the  Commission

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<PAGE>

pursuant to Sections  13(a) or 15(d) of the 1934 Act or (ii) the filing of which
is otherwise desirable,  each such report, statement and information to be filed
on or  prior  to  the  required  filing  date  for  such  report,  statement  or
information.  Notwithstanding  the foregoing,  the Depositor shall file with the
Commission,  within  fifteen days of the Closing Date, a Current  Report on Form
8-K together with this Agreement.

          Section 3.21. Reserve Accounts; Letters of Credit.

     The Master  Servicer shall  administer  each Reserve  Account in accordance
with the related Mortgage Loan Documents.

     The Master  Servicer shall  maintain,  administer and enforce any letter of
credit included in the Mortgage Files in accordance with its terms and the terms
of the other related Mortgage Loan Documents.  The Master Servicer shall monitor
the  dates on which  any  letter of credit  included  in the  Mortgage  Files is
required to be renewed and shall notify the Special  Servicer and the  Operating
Adviser of such dates.  The Trustee shall  cooperate with the Master Servicer in
connection with such administration of any letter of credit.

          Section 3.22. Servicing Advances.

          (a) The  Master  Servicer  (or,  to the  extent  provided  in  Section
3.22(e),  the Special  Servicer,  or, to the extent provided in Section 3.22(b),
the Trustee or any Fiscal Agent) shall make any Servicing Advances as and to the
extent  otherwise  required  pursuant  to  the  terms  hereof.  For  purpose  of
calculating  distributions to the  Certificateholders,  Servicing Advances shall
not be  considered  to increase  the  principal  balance of any  Mortgage  Loan,
notwithstanding that the terms of such Mortgage Loan so provide.

          (b) The Master Servicer shall notify the Trustee, any Fiscal Agent and
the  Rating  Agencies  in writing  promptly  upon,  and in any event  within one
Business Day after,  becoming aware that it will be  financially  unable to make
any Servicing  Advance required to be made pursuant to the terms hereof,  and in
connection  therewith,  shall  set  forth  in such  notice  the  amount  of such
Servicing  Advance,  the Person to whom it should be paid, and the circumstances
and purpose of such Servicing Advance,  and shall set forth therein  information
and  instructions  for the payment of such Servicing  Advance,  and, on the date
specified in such notice for the payment of such  Servicing  Advance,  or, if no
such date is  specified  or such date has  already  occurred,  then  within  one
Business Day  following  such notice,  the Trustee  shall pay the amount of such
Servicing Advance in accordance with such information and  instructions.  If the
Trustee  fails to make any  Servicing  Advance  required  to be made  under this
Section  3.22,  any Fiscal  Agent  shall  make such  Advance on the same day the
Trustee was required to make such Servicing  Advance and,  thereby,  the Trustee
shall not be in default under this Agreement.

          (c)  Notwithstanding  anything  herein  to the  contrary,  none of the
Master Servicer, the Special Servicer (which only makes Emergency Advances), the
Trustee or any Fiscal Agent shall be obligated to make a Servicing Advance as to
any  Mortgage  Loan or REO Property if the Master  Servicer,  the Trustee or any
Fiscal  Agent as  applicable,  determines  that such  Servicing  Advance (or the
Special Servicer  determines that

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<PAGE>


such Emergency Advance), if made, would be a Nonrecoverable  Advance. The Master
Servicer shall be entitled to rely,  conclusively,  on any  determination by the
Special Servicer that an Emergency  Advance,  if made, would be a Nonrecoverable
Advance.   The  Trustee  and  any  Fiscal  Agent  shall  be  entitled  to  rely,
conclusively,  on any  determination  by the Master  Servicer  that a  Servicing
Advance (or by the Special Servicer that an Emergency  Advance),  if made, would
be a  Nonrecoverable  Advance.  The Trustee and any Fiscal Agent, in determining
whether or not a Servicing Advance  previously made is, or a proposed  Servicing
Advance,   if  made,  would  be,  a  Nonrecoverable   Advance  shall  make  such
determination in their reasonable judgment.

          (d) The Master Servicer,  the Special Servicer, the Trustee and/or any
Fiscal  Agent,  as  applicable,  shall be entitled  to, and the Master  Servicer
hereby  covenants and agrees to promptly seek and effect,  the  reimbursement of
Servicing  Advances to the extent  permitted  pursuant to Section  3.6(a)(ii) of
this Agreement,  together with any related Advance Interest Amount in respect of
such Servicing Advances (pursuant to Section 3.6(a)(iii)).

          (e) No more  frequently  than once per  calendar  month,  the  Special
Servicer  may  require the Master  Servicer,  and the Master  Servicer  shall be
obligated,  to reimburse the Special Servicer for any Emergency Advances made by
the Special Servicer, but not previously reimbursed (whether pursuant to Section
3.6(a),  this Section 3.22(e) or otherwise) to the Special Servicer,  and to pay
the Special Servicer interest thereon at the Advance Rate from the date made to,
but  not  including,  the  date of  reimbursement.  Such  reimbursement  and any
accompanying  payment of  interest  shall be made within ten days of the request
therefore  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  Emergency  Advance  and  payment to the  Special
Servicer of interest thereon,  all in accordance with this Section 3.22(e),  the
Master  Servicer shall for all purposes of this Agreement be deemed to have made
such Emergency 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 at the Advance  Rate
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
Emergency Advance.

     Notwithstanding  anything to the contrary  contained in this Agreement,  if
the Special Servicer (i) is required under any other provision of this Agreement
to direct the Master  Servicer to make a Servicing  Advance or (ii) is otherwise
aware a  reasonable  period in advance  that it is  reasonably  likely  that the
Special  Servicer  will  incur a cost  or  expense  that  will,  when  incurred,
constitute  a  Servicing  Advance,  the Special  Servicer  shall (in the case of
clause  (i)  preceding),  and shall use  reasonable  efforts  to (in the case of
clause (ii)  preceding),  request that the Master  Servicer make such  Servicing
Advance, such request to be made in writing and in a timely manner that does not
materially  and adversely  affect the interest of any  Certificateholder  and at
least  five  Business  Days  prior  to the date on which  failure  to make  such
Servicing Advance would (with notice from the Trustee regardless of whether such
notice is actually received)  constitute an Event of Default pursuant to Section
7.1(ix);  provided,  however, that the Special Servicer shall have an obligation
to make any Emergency Advance.  The Master Servicer shall have the obligation to
make any such Servicing  Advance that it is requested by the Special

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Servicer to make within five Business Days of the Master  Servicer's  receipt of
such request and such information and documents as are reasonably  necessary for
the Master Servicer to make such Servicing 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 interest at the Advance Rate 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.

     Notwithstanding  the foregoing  provisions  of this Section  3.22(e) or any
other provision of this Agreement to the contrary, the Master Servicer shall not
be  required  to  reimburse  the  Special  Servicer  for, or make at the Special
Servicer's direction, any Servicing Advance if the Master Servicer determines in
its reasonable judgment that the Servicing Advance which the Special Servicer is
directing  the Master  Servicer to reimburse it for or  hereunder,  although not
characterized by the Special Servicer as a Nonrecoverable  Advance,  is or would
be, if made, a  Nonrecoverable  Advance.  The Master  Servicer  shall notify the
Special Servicer and the Trustee in writing of such  determination.  Such notice
shall not obligate the Special Servicer to make such Servicing Advance.

          Section 3.23. Appraisal Reductions.

          (a) Within 60 days (or such longer  period as the Special  Servicer is
(as certified thereby to the Trustee in writing) diligently proceeding to obtain
such  Updated  Appraisal)  after  the  Special  Servicer  receives  notice or is
otherwise aware of an Appraisal  Reduction  Event, the Special Servicer shall be
required to obtain an Updated Appraisal of the related Mortgaged Property or REO
Property;  provided  that if the Special  Servicer had  completed or obtained an
Updated  Appraisal  within the  immediately  preceding  12 months,  the  Special
Servicer may rely on such Updated  Appraisal and shall have no duty to prepare a
new Updated Appraisal,  unless such reliance would not be in accordance with the
Servicing  Standard.  The cost of any such Updated  Appraisal if not an internal
valuation performed by the Special Servicer shall be paid by the Master Servicer
as a Servicing Advance, unless such Advance would be a Nonrecoverable Advance.

          (b) If no Updated  Appraisal has been obtained  within 12 months prior
to the first  Distribution  Date on or after an  Appraisal  Reduction  Event has
occurred,  the Special  Servicer  will be required to estimate  the value of the
related Mortgaged  Property or REO Property (the "Special  Servicer's  Appraisal
Reduction  Estimate") and such estimate will be used for purposes of determining
the Appraisal Reduction.

          (c) If the Updated  Appraisal  has not been  obtained  within 120 days
after the Appraisal  Reduction Event (which for purposes of this Section 3.23(c)
shall be determined without giving effect to the 90 and 30 day periods specified
in clauses (ii) and (iii),  respectively,  of such  definition),  the  Appraisal
Reduction  shall be an amount equal to 25% of the outstanding  Stated  Principal
Balance of such  Mortgage  Loan as of such date,  until such time as the Special
Servicer obtains the Updated Appraisal.

          (d) The Special  Servicer,  based on the Updated  Appraisal or Special
Servicer's   Appraisal  Reduction   Estimate,   shall  calculate  any  Appraisal
Reduction.  If the

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Appraisal  Reduction is calculated  (i) using the Special  Servicer's  Appraisal
Reduction  Estimate  or (ii) 120 days after the  Appraisal  Reduction  Event (as
computed in Section  3.23(c)),  assuming a 25% Appraisal  Reduction  because the
Updated  Appraisal has not been received,  then on the first  Distribution  Date
occurring after the delivery of the Updated Appraisal, the Special Servicer will
be required to adjust the  Appraisal  Reduction to take into account the Updated
Appraisal  (regardless of whether the Updated  Appraisal is higher or lower than
the Special Servicer's Appraisal Reduction Estimate or the assumed 25% Appraisal
Reduction,  as the case may be). The Master Servicer will verify the accuracy of
the mathematical  computation of the Appraisal Reduction by the Special Servicer
and that the amounts  used  therein are  consistent  with the Master  Servicer's
records.

          (e) Annual updates of such Updated  Appraisal will be obtained  during
the continuance of an Appraisal Reduction Event. The cost of such annual updates
shall  be  paid  as  a  Servicing  Advance,  unless  such  Advance  would  be  a
Nonrecoverable  Advance.  In  addition,  the  Operating  Adviser may at any time
request the Special  Servicer to obtain an Updated  Appraisal  at the  Operating
Adviser's  expense.  Each time an Updated  Appraisal is obtained,  the Appraisal
Reduction  will be  adjusted  by the  Special  Servicer  based  on such  Updated
Appraisal.  Any Updated  Appraisal  obtained by the Special Servicer pursuant to
this section shall be delivered by the Special  Servicer to the Master Servicer,
the Trustee,  the Certificate  Administrator and the Operating Adviser within 15
days of receipt by the Special Servicer of such Updated Appraisal.  An appraisal
reduction  will be  eliminated  (i) upon payment in full or  liquidation  of any
Mortgage Loan for which an Appraisal  Reduction  has been  determined or (ii) if
the Mortgage Loan is no longer a Specially Serviced Mortgage Loan.

          Section  3.24.  Transfer of  Servicing  Between  Master  Servicer  and
Special Servicer; Record Keeping.


          (a) Upon  determining  that any  Mortgage  Loan has become a Specially
Serviced  Mortgage  Loan,  the Master  Servicer  shall  immediately  give notice
thereof,  together  with a copy of the  related  Mortgage  File,  to the Special
Servicer  (with a copy of the notice and,  upon its  written  request and at its
expense,  a copy of the related  Mortgage  File, to the  Operating  Adviser) and
shall use its best efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting such Mortgage File)
and records (including records stored electronically on computer tapes, magnetic
discs and the like) relating to such Mortgage Loan and  reasonably  requested by
the Special  Servicer to enable it to assume its duties  hereunder  with respect
thereto without acting through a Sub-Servicer. The Master Servicer shall use its
best efforts to comply with the preceding  sentence within five Business Days of
the date such Mortgage Loan became a Specially Serviced Mortgage Loan and in any
event  shall  continue  to act as  Master  Servicer  and  administrator  of such
Mortgage  Loan until the Special  Servicer has  commenced  the servicing of such
Mortgage Loan, which shall occur upon the receipt by the Special Servicer of the
information,  documents and records referred to in the preceding sentence.  With
respect to each Mortgage Loan that becomes a Specially  Serviced  Mortgage Loan,
the Master Servicer shall instruct the related Borrower to continue to remit all
payments in respect of such Mortgage Loan to the Master Servicer.

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<PAGE>

     Upon  determining  that a Mortgage  Loan is no longer a Specially  Serviced
Mortgage Loan, the Special Servicer shall immediately give notice thereof to the
Master Servicer and upon giving such notice, the Special  Servicer's  obligation
to service such Mortgage Loan shall  terminate and the obligations of the Master
Servicer to service and administer such Mortgage Loan as a Mortgage Loan that is
not a Specially Serviced Mortgage Loan shall resume.

          (b) In servicing any Specially  Serviced  Mortgage  Loan,  the Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special  Servicer) and copies
of any additional  related Mortgage Loan information,  including  correspondence
with the related Borrower,  and the Special Servicer shall provide copies of the
foregoing to the Master Servicer, including, without limitation, electronic data
and/or files in CMSA IRP format.

          (c) Not later than the Business Day  preceding  each date on which the
Master  Servicer  is  required  to furnish a report  under  Section  3.13 to the
Certificate  Administrator,  the Special  Servicer  shall  deliver to the Master
Servicer a written statement  describing,  on a Mortgage  Loan-by-Mortgage  Loan
basis,  the  amount of all  payments  on account of  interest  received  on each
Specially  Serviced  Mortgage  Loan;  the amount of all  payments  on account of
principal,  including  Principal  Prepayments  and  Balloon  Payments,  on  each
Specially   Serviced  Mortgage  Loan;  the  amount  of  Insurance  Proceeds  and
Liquidation  Proceeds received with respect to each Specially  Serviced Mortgage
Loan;  and the amount of net income or net loss, as determined for management of
a trade or  business  on, or the  furnishing  or  rendering  of a  non-customary
service to the tenants of, each REO Property that previously secured a Specially
Serviced Mortgage Loan, in each case in accordance with Section 3.17.

          (d)  Notwithstanding  the provisions of the preceding  subsection (c),
the Master Servicer shall maintain  ongoing payment records with respect to each
of the Specially  Serviced Mortgage Loans and shall provide the Special Servicer
with any information  reasonably required by the Special Servicer to perform its
duties  under this  Agreement.  The Special  Servicer  shall  provide the Master
Servicer  with any  information  reasonably  required by the Master  Servicer to
perform its duties under this Agreement.

          (e) No later than 30 days after a transfer of  servicing  described in
the first paragraph of Section 3.24(a) for a Mortgage Loan, the Special Servicer
shall  deliver to each  Rating  Agency and the  Operating  Adviser a report (the
"Asset  Status  Report")  with  respect to such  Mortgage  Loan and the  related
Mortgaged  Property.  Such Asset  Status  Report  shall set forth the  following
information to the extent reasonably determinable:

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

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

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               (iii)  the  most  current  rent  roll  and  income  or  operating
statement available for the related Mortgaged Property;

               (iv) the Special Servicer's recommendations on how such Specially
Serviced  Mortgage Loan might be returned to  performing  status and returned to
the Master Servicer for regular servicing or otherwise realized upon;

               (v) the appraised value of the Mortgaged  Property  together with
the assumptions used in the calculation thereof; and

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

          Section  3.25.  Adjustment  of  Servicing  Compensation  in Respect of
Prepayment Interest Shortfalls.

     The Master  Servicer  shall deliver to the  Certificate  Administrator  for
deposit in the Distribution  Account on each Remittance Date,  without any right
of reimbursement  therefor,  an amount equal to the lesser of (i) the excess, if
any,  of  all   Prepayment/Balloon   Payment   Interest   Shortfalls   over  all
Prepayment/Balloon  Payment  Interest  Excesses,  in each  case  resulting  from
Principal  Prepayments and Balloon Payments  received in respect of the Mortgage
Pool during the most recently ended Collection  Period, and (ii) an amount equal
to the aggregate  Stated  Principal  Balance of the Mortgage Loans for which the
Master Servicer has received its Master Servicer Fee for such  Distribution Date
multiplied by the Minimum Master Servicer Fee Rate.

          Section 3.26. Operating Adviser; Elections.

          (a) The  Holders  (or,  in the case of  Book-Entry  Certificates,  the
Certificate Owners) of Certificates  representing more than 50% of the aggregate
Certificate Balance of the Controlling Class shall be entitled to (i) appoint an
operating adviser (the "Operating Adviser") with the powers set forth in Section
3.27, (ii) remove the then current Operating Adviser and (iii) appoint successor
Operating  Advisers,  all in accordance  with the  procedures  specified in this
Section 3.26. If the Holders (or, in the case of  Book-Entry  Certificates,  the
Certificate Owners) of Certificates  representing more than 50% of the aggregate
Certificate  Balance of the Controlling Class cannot agree on the appointment of
the Operating Adviser, then Midland shall be appointed the Operating Adviser.

          (b) Upon (i) the receipt by the Certificate  Administrator  of written
requests for the selection of an Operating  Adviser from the Holders (or, in the
case  of  Book-Entry  Certificates,  the  Certificate  Owners)  of  Certificates
representing  more  than  50%  of  the  aggregate  Certificate  Balance  of  the
Controlling  Class,  (ii) the  resignation  or removal  of the Person  acting as
Operating Adviser or (iii) a determination by the Certificate Administrator that
the Controlling Class has changed, the Certificate  Administrator shall promptly
notify the Holders (and, in the case of Book-Entry  Certificates,  to the extent
actually  known to a Responsible  Officer of the  Certificate  Administrator  or
identified  thereto by the Securities  Depository or the  Securities  Depository
Participants,  the Certificate  Owners) of the  Controlling  Class that they may
select an

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Operating  Adviser.  If the Certificate  Administrator  is aware that there is a
Certificateholder  (or, in the case of  Book-Entry  Certificates,  to the extent
actually  known to a Responsible  Officer of the  Certificate  Administrator  or
identified  thereto by the Securities  Depository or the  Securities  Depository
Participants)  that owns more than 50% of the aggregate  Certificate  Balance of
the Controlling  Class, the notice shall state that such  Certificateholder  (or
Certificate  Owner) is entitled to designate the Operating Adviser by delivering
a signed written notice  specifying the person appointed the Operating  Adviser.
If the Certificate  Administrator is not aware that there is a Certificateholder
(or, in the case of Book-Entry Certificates, a Certificate Owner) that owns more
than 50% of the aggregate Certificate Balance of the Controlling Class, then the
notice shall state that the  Certificate  Administrator  is calling a meeting of
the Holders of the  Controlling  Class for the purpose of electing an  Operating
Adviser.  Notice of the meeting shall be mailed or delivered by the  Certificate
Administrator  to each Holder of  Certificates  (and,  in the case of Book-Entry
Certificates,  to the  extent  actually  known to a  Responsible  Officer of the
Certificate  Administrator or identified thereto by the Securities Depository or
the  Securities  Depository   Participants,   the  Certificate  Owners)  of  the
Controlling  Class not less than 10 nor more than 60 days prior to the  meeting.
The notice shall state the place and the time of the meeting,  which may be held
by  telephone.  Holders  of  Certificates  representing  more  than  50%  of the
aggregate  Certificate  Balance of the Controlling  Class,  present in person or
represented  by  proxy,  shall  constitute  a quorum  for the  nomination  of an
Operating  Adviser.  At the meeting,  each Holder (or, in the case of Book-Entry
Certificates, Certificate Owner) shall be entitled to nominate one Person to act
as the Operating Adviser. The Certificate Administrator shall cause the election
of the  Operating  Adviser  to be  held  as  soon  thereafter  as is  reasonably
practicable.   Each  Holder  (or,  in  the  case  of  Book-Entry   Certificates,
Certificate Owner) of Certificates of the Controlling Class shall be entitled to
vote in each election of the Operating  Adviser.  The voting in each election of
the Operating Adviser shall be in writing mailed, telecopied,  delivered or sent
by courier and actually received by the Certificate Administrator on or prior to
the  date  of  such  election.  Immediately  upon  receipt  by  the  Certificate
Administrator  of votes (which have not been rescinded) from the Holders (or, in
the  case  of Book  Entry  Certificates,  Certificate  Owners)  of  Certificates
representing  more  than  50%  of  the  aggregate  Certificate  Balance  of  the
Controlling Class which are cast for a single Person, such Person shall be, upon
such Person's acceptance,  the Operating Adviser. The Certificate  Administrator
shall  act  as  judge  of  each  election  and,  absent   manifest  error,   the
determination  of the results of any election by the  Certificate  Administrator
shall be conclusive.  Notwithstanding any other provisions of this Section 3.26,
the Certificate  Administrator  may make such  reasonable  regulations as it may
deem  advisable for any election.  No  appointment of any Person as an Operating
Adviser  shall  be  effective   until  such  Person   provides  the  Certificate
Administrator  with written  confirmation of its acceptance of such appointment,
written  confirmation that it will keep confidential all information received by
it as Operating Adviser hereunder or otherwise with respect to the Certificates,
the Trust Fund and/or this  Agreement,  an address and  telecopy  number for the
delivery of notices and other correspondence and a list of officers or employees
of such Person with whom the parties to this Agreement may deal (including their
names, titles, work addresses and telecopy numbers).

          (c) Within ten Business Days (or as soon  thereafter as practicable if
the  Controlling  Class  consists of  Book-Entry  Certificates)  of  receiving a
request therefor from the Master Servicer or Special  Servicer,  the Certificate
Administrator  shall  deliver  to  the  requesting

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party the  identity of the  Operating  Adviser and a list of each Holder (or, in
the  case  of  Book-Entry  Certificates,  to  the  extent  actually  known  to a
Responsible  Officer of the Certificate  Administrator or identified  thereto by
the  Securities  Depository  or the  Securities  Depository  Participants,  each
Certificate  Owner) of the Controlling  Class. With respect to such information,
the  Certificate  Administrator  shall  be  entitled  to  conclusively  rely  on
information  provided  to it by the  Holders  (or,  in the  case  of  Book-Entry
Certificates,  subject to  Section  5.9,  by the  Securities  Depository  or the
Certificate  Owners)  of such  Certificates,  and the  Master  Servicer  and the
Special  Servicer  shall be entitled to  conclusively  rely on such  information
provided by the  Certificate  Administrator  with respect to any  obligation  or
right  hereunder that the Master  Servicer and the Special  Servicer may have to
deliver  information or otherwise  communicate with the Operating Adviser or any
of the Holders (or, if applicable, Certificate Owners) of the Controlling Class.
In  addition  to the  foregoing,  within five  Business  Days of the  selection,
resignation or removal of an Operating  Adviser,  the Certificate  Administrator
shall notify the other  parties to this  Agreement  of such event.  The expenses
incurred  by  the  Certificate   Administrator   in  connection  with  obtaining
information from the Securities Depository or Securities Depository Participants
with  respect  to any  Book-Entry  Certificate  shall be  expenses  of the Trust
payable out of the Collection Account pursuant to Section 3.6(a).

          (d) An  Operating  Adviser  may at any time  resign  as such by giving
written notice to the Certificate  Administrator  and to each Holder (or, in the
case of Book-Entry  Certificates,  Certificate  Owner) of the Controlling Class.
The Holders (or, in the case of Book-Entry Certificates, the Certificate Owners)
of Certificates  representing more than 50% of the aggregate Certificate Balance
of the  Controlling  Class shall be entitled  to remove any  existing  Operating
Adviser by giving written notice to the  Certificate  Administrator  and to such
existing Operating Adviser.

          (e) Once an  Operating  Adviser  has been  selected  pursuant  to this
Section 3.27,  each of the parties to this Agreement and each  Certificateholder
(or  Certificate  Owner,  if  applicable)  shall  be  entitled  to  rely on such
selection  unless a  majority  of the  Holders  (or,  in the case of  Book-Entry
Certificates,  the Certificate  Owners) of the  Controlling  Class, by aggregate
Certificate  Balance,  or such  Operating  Adviser,  as  applicable,  shall have
notified the  Certificate  Administrator  and each other party to this Agreement
and each Holder (or, in the case of Book-Entry Certificates,  Certificate Owner)
of the  Controlling  Class,  in writing,  of the  resignation or removal of such
Operating Adviser.

          (f) For  purposes  of  electing  or  removing  an  Operating  Adviser,
Certificates of the Controlling Class held by the Depositor, the Master Servicer
or the Special  Servicer or by any  Affiliate of any of them shall be taken into
account  with the same  force  and  effect  as if any  other  Person  held  such
Certificates.

          Section 3.27.  Appointment  of Special  Servicer;  Duties of Operating
Adviser.

          (a)  Midland  is hereby  appointed  as the  initial  Special  Servicer
hereunder.

          (b) The  Operating  Adviser  shall be  entitled  to advise the Special
Servicer  with respect to the  following  actions of the Special  Servicer,  and
subject to  Section  3.27(c),  the  Operating  Adviser  may object to any of the
following  actions in writing  within 10 Business  Days

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of having been notified  thereof and having been  provided  with all  reasonably
requested  information  with  respect  thereto  (provided  that if such  written
objection has not been received by the Special  Servicer within such 10 Business
Day period,  then the Operating  Adviser's approval shall be deemed to have been
given):

          (i) any foreclosure upon or comparable  conversion  (which may include
acquisitions of an REO Property) of the ownership of properties securing such of
the Specially Serviced Mortgage Loans as come into and continue in default;

          (ii) any  amendment,  waiver or  modification  of a Money  Term or any
other material non-monetary term of a Specially Serviced Mortgage Loan;

          (iii) any proposed  sale of a defaulted  Mortgage Loan or REO Property
(other than in  connection  with the  termination  of the Trust Fund pursuant to
Section 9.1) for less than the Repurchase Price;

          (iv) any acceptance of a discounted payoff;

          (v) any  determination  to bring an REO Property into  compliance with
applicable  environmental  laws  or to  otherwise  address  hazardous  materials
located at an REO Property;

          (vi) any  release of  collateral  (other than in  accordance  with the
terms of, or upon satisfaction of, a Mortgage Loan);

          (vii) any  acceptance of substitute  or  additional  collateral  for a
Mortgage Loan;

          (viii) any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

          (ix) any  acceptance of an assumption  agreement  releasing a Borrower
from liability under a Mortgage Loan;

          (x) any release of a letter of credit or debt service reserve; and

          (xi) any exercise of voting rights with respect to the Danbury Loan or
the Mills Loan pursuant to Section 3.30(e).

provided,  that  with  respect  to items  (viii)  and (ix)  that do not  involve
Specially  Serviced  Mortgage Loans, the 10 Business Day period referenced above
shall be five  Business  Days if the  Mortgage  Loan is not  within  the  Review
Threshold;  provided  further  that,  in the  event  that the  Special  Servicer
determines  that  immediate  action is  necessary to protect the interest of the
Certificateholders  (as a collective  whole),  the Special Servicer may take any
such action without waiting for the Operating Adviser's response.

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<PAGE>

     In addition,  subject to Section 3.27(c),  the Operating Adviser may advise
the Special  Servicer to take, or to refrain from taking,  such other actions as
Operating Adviser may deem advisable.

          (c)  Notwithstanding  anything  herein  to the  contrary,  no  advice,
direction or approval rights from or by the Operating  Adviser,  as contemplated
by Section 3.27(b),  may (and the Special Servicer and the Master Servicer shall
ignore and act without regard to any such advice,  direction or approval  rights
that the Special Servicer or the Master Servicer, as applicable, has determined,
in its reasonable judgment,  would) (A) require or cause the Special Servicer or
the Master Servicer, as applicable,  to violate applicable law, the terms of any
Mortgage  Loan,  any  provision  of  this  Agreement  or the  REMIC  Provisions,
including,  without limitation, the Special Servicer's or the Master Servicer's,
as applicable,  obligation to act in accordance with the Servicing Standard, (B)
result in an Adverse  REMIC  Event with  respect to any REMIC Pool or an Adverse
Grantor  Trust  Event with  respect to the Grantor  Trust,  (C) expose the Trust
Fund, the Depositor,  the Master Servicer, the Special Servicer, the Certificate
Administrator,  the Trustee or any Fiscal Agent, or their respective Affiliates,
officers, directors,  employees, agents or partners, to any material claim, suit
or liability,  or (D)  materially  expand the scope of the Master  Servicer's or
Special  Servicer's  responsibilities  under this  Agreement.  Furthermore,  the
Special  Servicer shall not be obligated to obtain the approval of the Operating
Adviser for any actions to be taken by the Special  Servicer with respect to any
particular  Mortgage Loan if (i) the Special  Servicer  has, in accordance  with
Section  3.27(b),  notified  the  Operating  Adviser in  writing of the  various
actions that the Special Servicer  proposes to take with respect to the work-out
or  liquidation  of such Mortgage Loan and (ii) for 60 days  following the first
such notice, the Operating Adviser has objected to all of those proposed actions
and has failed to suggest any  alternative  actions  that the  Special  Servicer
considers to be consistent with the Servicing Standard.

          (d) The Operating Adviser and its officers,  directors,  employees and
owners shall have no liability to the  Certificateholders  for any action taken,
or for  refraining  from  the  taking  of  any  action.  Each  Certificateholder
acknowledges  and agrees,  by its  acceptance  of its  Certificates,  that,  the
Operating  Adviser may have special  relationships  and interests  that conflict
with those of holders of one or more Classes of Certificates, that the Operating
Adviser may act solely in the interests of the holders of the Controlling Class,
that the Operating  Adviser does not have any duties to the holders of any Class
of Certificates other than the Controlling Class, that the Operating Adviser may
take actions that favor the  interests of the holders of the  Controlling  Class
over  the  interests  of the  holders  of one or more  other  Classes,  that the
Operating Adviser shall not be deemed to have been negligent or reckless,  or to
have acted in bad faith or engaged in willful misconduct by reason of its having
acted solely in the interests of the Controlling  Class,  and that the Operating
Adviser  shall  have  no  liability  whatsoever  for  having  so  acted,  and no
Certificateholder  may take any action whatsoever  against the Operating Adviser
for having so acted.

          (e) The  Operating  Adviser,  if any, may direct the Trustee to remove
the Special  Servicer at any time  effective  upon the  appointment  and written
acceptance of such appointment by a successor to the Special Servicer  appointed
by the Operating Adviser.  The existing Special Servicer shall be deemed to have
resigned  simultaneously  with such  designated

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successor 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  Compensation  or
otherwise,  including, without limitation,  Workout Fees and Disposition Fees as
and to the extent provided in Section 3.12(b) and Section  3.12(c),  and (ii) it
and its directors,  officers, employees and agents shall continue to be entitled
to the benefits of Sections 6.1 and 6.3,  notwithstanding  any such resignation.
Such  resigning  Special  Servicer  shall  cooperate  with the  Trustee  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 any 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.   The  reasonable
out-of-pocket  costs  and  expenses  of any  such  transfer  shall be paid as an
Additional  Trust Fund  Expense,  unless such costs and expenses are paid by the
terminated Special Servicer pursuant to Section 7.1.

          (f) Notwithstanding the foregoing, the removal of the Special Servicer
and the appointment of a successor Special Servicer shall not be effective until
(i)  the  successor   Special  Servicer  has  assumed  in  writing  all  of  the
responsibilities,  duties and  liabilities  of the  Special  Servicer  hereunder
pursuant to an agreement  satisfactory  to the Trustee,  and (ii) Rating  Agency
Confirmation is obtained with respect to such  appointment (the cost, if any, of
obtaining such agreement and confirmation to be paid as an Additional Trust Fund
Expense,  unless  such costs and  expenses  are paid by the  terminated  Special
Servicer pursuant to Section 7.2).

          (g) Notwithstanding  anything to the contrary contained herein,  since
the  Special  Servicer  is not  acting as the  Special  Servicer  for the Pooled
Companion  Mortgage  Loans,  the  Operating  Adviser  shall have no authority to
advise or the direct the Special  Servicer with respect to the Pooled  Companion
Mortgage  Loans,  the  Non-Pooled  Companion  Notes  or  the  related  Mortgaged
Property.

          Section  3.28.  Modifications,  Waivers,  Amendments,  Extensions  and
Consents, Defeasance.

          (a) The Master Servicer, in accordance with the Servicing Standard and
subject to the terms of this Agreement, shall have the following powers:

               (i) Other than stated herein, the Master Servicer,  in accordance
with  the  Servicing  Standard,  may  (A)  agree  to any  modification,  waiver,
amendment  or consent of or relating to any  non-Money  Term of a Mortgage  Loan
that is not a Specially Serviced Mortgage Loan; provided,  however,  without the
consent of the Special  Servicer,  the Master Servicer may not modify,  waive or
amend  (x)  any  event  of  default  provision  of any  Mortgage  Loan,  (y) any
obligation of the Borrower  under the Mortgage Loan to pay any  assumption  fee,
modification fee or any other fees or expenses, all or part of which the Special
Servicer  may be  entitled  to as  Servicing  Compensation  or (z) any term of a
Mortgage Loan  regarding the release or  substitution  of the related  Mortgaged
Property or any other  collateral  (which  consent  shall be deemed to have

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<PAGE>

been given if not denied in writing within 5 days of Master Servicer's  delivery
of its  request  for such  consent)  or (B)  modify  or amend  the  terms of any
Mortgage  Loan in order to (I) cure any  ambiguity  therein  or (II)  correct or
supplement  any  provisions  therein  which may be  inconsistent  with any other
provisions  therein or correct  any error,  provided  that in the case of either
clause  (A) or (B) such  modification  or  amendment  would not cause an Adverse
REMIC Event or Adverse  Grantor  Trust  Event to occur.  Other than as set forth
above in this Section  3.28(a)(i),  the Master  Servicer  shall not agree to any
modification or amendment of a Mortgage Loan or any waiver or consent.

               (ii)  The  Master   Servicer   shall  notify  the  Trustee,   the
Certificate  Administrator,  the Special Servicer, the Operating Adviser and the
Rating  Agencies of any  modification,  waiver or  amendment  of any term of any
Mortgage Loan permitted by it under this Section and the date thereof, and shall
deliver to the applicable Custodian for deposit in the related Mortgage File, an
original  counterpart of the agreement relating to such modification,  waiver or
amendment,  promptly  following the execution  thereof except to the extent such
documents have been submitted to the applicable recording office, in which event
the Master  Servicer  shall  promptly  deliver  copies of such  documents to the
applicable Custodian.

          (b) The Special  Servicer,  in accordance with the Servicing  Standard
and subject to the terms of this Agreement, shall have the following powers:

               (i) The Special Servicer may enter into a modification, waiver or
amendment  (including,  without  limitation,  the  substitution  or  release  of
collateral or the pledge of additional  collateral)  of the terms of a Specially
Serviced Mortgage Loan,  including any modification,  waiver or amendment to (A)
reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving
principal,  accrued interest or any Prepayment Premium, (B) reduce the amount of
the Monthly Payment on any Specially Serviced Mortgage Loan, including by way of
a reduction in the related Mortgage Rate, (C) forebear in the enforcement of any
right  granted  under any Note or  Mortgage  relating  to a  Specially  Serviced
Mortgage Loan, (D) extend the Maturity Date of any Specially  Serviced  Mortgage
Loan and/or (E) accept a principal prepayment on any Specially Serviced Mortgage
Loan  during  any  period  during  which  voluntary  Principal  Prepayments  are
prohibited, provided that (1) the related Borrower is in default with respect to
the  Specially  Serviced  Mortgage  Loan  or,  in the  judgment  of the  Special
Servicer,  such  default is  reasonably  foreseeable  and (2) in the  reasonable
judgment of the Special Servicer such  modification  would increase the recovery
on the Mortgage  Loan to  Certificateholders  on a net present  value basis (the
relevant discounting of amounts that will be distributable to Certificateholders
to be performed at the related Net Mortgage Rate).

        In no event shall the Special Servicer (x) extend the Maturity Date of a
Specially  Serviced Mortgage Loan beyond the date that is two years prior to the
Rated Final Distribution Date; or (y) if the Specially Serviced Mortgage Loan is
secured by a ground lease,  extend the Maturity Date of such Specially  Serviced
Mortgage Loan beyond a date which is less than 20 years prior to the  expiration
of the term of such ground lease,  unless the Special  Servicer  determines that
making such an extension is in accordance with the Servicing Standard.

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     The determination of the Special Servicer contemplated by clause (2) of the
proviso to the first paragraph of this Section  3.28(b)(i) shall be evidenced by
an  Officer's   Certificate  to  such  effect  delivered  to  the  Trustee,  the
Certificate  Administrator  and the Master Servicer and describing in reasonable
detail the basis for the Special Servicer's determination.  The Special Servicer
shall append to such Officer's  Certificate any  information,  including but not
limited  to income and  expense  statements,  rent  rolls,  property  inspection
reports and appraisals, that support such determination.

               (ii) In the event the  Special  Servicer  intends to  permit,  or
consent to the Master Servicer permitting,  a Borrower to substitute  collateral
for all or any portion of a Mortgaged Property pursuant to Section 3.28(a)(i) or
Section  3.28(b)(i)  or  pledge  additional  collateral  for the  Mortgage  Loan
pursuant to Section  3.28(b)(i),  if the security  interest of the Trust Fund in
such collateral would be perfected by possession, or if such collateral requires
special  care or  protection,  then prior to  agreeing to such  substitution  or
addition of collateral,  the Special  Servicer shall make  arrangements for such
possession,  care or protection,  and prior to agreeing to such  substitution or
addition of collateral (or such arrangement for possession,  care or protection)
shall  obtain the prior  written  consent of the Trustee  with  respect  thereto
(which  consent shall not be  unreasonably  withheld,  delayed or  conditioned);
provided,  however,  that any such  substitution or addition of collateral shall
require Rating Agency  Confirmation  (unless it meets the  requirements  of this
Section 3.28 with respect to defeasance);  provided further,  however,  that the
Trustee  shall  not  be  required  (but  has  the  option)  to  consent  to  any
substitution or addition of collateral or to hold any such collateral which will
require the Trustee to undertake any  additional  duties or obligations or incur
any additional expense.

               (iii) The Special  Servicer will  promptly  deliver to the Master
Servicer,   the  Operating  Adviser,   the  Rating  Agencies,   the  Certificate
Administrator  and the  Trustee a  notice,  specifying  any such  modifications,
waivers or amendments,  such notice  identifying the affected Specially Serviced
Mortgage  Loan.  Such  notice  shall  set  forth the  reasons  for such  waiver,
modification,  or amendment (including,  but not limited to, information such as
related income and expense statements,  rent rolls,  occupancy status,  property
inspections,  and an internal or external appraisal performed in accordance with
MAI  standards and  methodologies  (and,  if done  externally,  the cost of such
appraisal shall be recoverable as a Servicing  Advance subject to the provisions
of Section  3.22)).  The Special  Servicer  shall also deliver to the applicable
Custodian,  for deposit in the related Mortgage File, an original counterpart of
the  agreement  relating  to such  modification,  waiver or  amendment  promptly
following the execution thereof.

          (c) The Master Servicer and the Special Servicer,  as applicable,  may
require, in its discretion, as a condition to granting any request by a Borrower
for any consent,  modification,  waiver or amendment,  that such Borrower pay to
the Master  Servicer or the Special  Servicer,  as applicable,  a reasonable and
customary  modification  fee to the extent permitted by law. The Master Servicer
and the Special Servicer,  as applicable,  may charge the Borrower for any costs
and expenses (including  attorneys' fees) incurred by the Master Servicer or the
Special  Servicer,  as  applicable,   in  connection  with  any  request  for  a
modification,  waiver or  amendment.  No fee  described in this Section shall be
collected by the Master Servicer or the

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Special  Servicer,  as  applicable,  from  the  Borrower  (or on  behalf  of the
Borrower)  in  conjunction  with any  consent  or any  modification,  waiver  or
amendment of the related Mortgage Loan if the collection of such fee would cause
such  consent,   modification,   waiver  or  amendment  to  be  a   "significant
modification"  of the related  Note  within the  meaning of Treasury  Regulation
Section  1.860G-2(b).  Subject  to the  foregoing,  the Master  Servicer  or the
Special Servicer,  as appropriate,  shall use its reasonable efforts, to collect
any  modification  fees and other expenses  (including the cost of obtaining any
Rating Agency Confirmation) connected with a permitted  modification,  waiver or
amendment of a Mortgage Loan from the Borrower and if such amount is not paid by
the Borrower,  such amount shall be Advanced as a Servicing Advance, unless such
Advance would be a Nonrecoverable  Advance. The inability of the Borrower to pay
any costs and expenses of a proposed modification, waiver or amendment shall not
impair the right of the Special  Servicer,  the Master Servicer,  the applicable
Custodian or the Trustee to be reimbursed by the Trust Fund for such expenses.

          (d) Notwithstanding any other provision hereof to the contrary, if the
terms of a Mortgage Loan require the related  Borrower to obtain the Mortgagee's
consent before changing any franchise with respect to any hotel or motel located
on the related  Mortgaged  Property and the  Mortgage  Loan is within the Review
Threshold,  the Master Servicer or Special  Servicer,  as applicable,  shall not
consent to any such change  unless it shall have first  obtained  Rating  Agency
Confirmation  (the Master Servicer or the Special  Servicer as applicable  shall
use its  reasonable  efforts to cause the Borrower to pay the costs of obtaining
such Rating Agency Confirmation; if such costs are not paid by the Borrower, the
Master  Servicer  shall advance such costs as a Servicing  Advance,  unless such
Advance  would be a  Nonrecoverable  Advance)  and,  in the  case of the  Master
Servicer, consent of the Special Servicer. The Special Servicer shall notify the
Operating Adviser of any change in a franchisor.

          (e) Each of the  following  actions,  to the extent the consent of the
Mortgagee  under the related  Mortgage  Loan is required or  permitted,  will be
subject to a Rating Agency Confirmation:

               (i) a transfer  of a direct or indirect  ownership  interest in a
Borrower (except (i) transfers of less than a controlling interest or 49% in the
aggregate and (ii) transfers solely for estate planning  purposes) and transfers
with respect to a Mortgage Loan within the Review Threshold;

               (ii) an  assumption  of a Mortgage Loan that is within the Review
Threshold;

               (iii)  the  incurrence  of any  additional  debt  secured  by the
Mortgaged Property;

               (iv)  any  material  amendment  to the  Mortgage  Loan  documents
(including,  without limitation, any material release of collateral), grant of a
material easement or encumbrance,  or change in franchise  affiliation,  in each
case with respect to a Mortgage Loan within the Review Threshold; and

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<PAGE>

               (v) any  change in  property  manager  for a  Mortgaged  Property
secured by a Mortgage Loan representing 5% or more of the then current aggregate
outstanding principal balance of all Mortgage Loans in the pool.

In connection with any of the foregoing  requests,  the Special Servicer (or the
Master Servicer with respect to sales,  transfers or assumptions or the creation
of liens or encumbrances involving  non-Specially Serviced Mortgage Loans) shall
prepare and deliver to each Rating Agency and,  upon  request,  to the Operating
Adviser a memorandum  outlining  its analysis and  recommendation  in accordance
with the Servicing Standard, together with copies of all relevant documentation.
The Special Servicer and the Master Servicer, as applicable,  shall also prepare
and provide each Rating Agency with such  memorandum and  documentation  for all
consents granted by the Special Servicer or the Master Servicer,  as applicable,
for transfers,  assumptions,  additional debt,  material  amendments,  grants of
material easement or encumbrances,  franchise  affiliation  changes and property
manager changes  concerning  Mortgage Loans below the Review Threshold,  but for
which the Special Servicer's or the Master Servicer's,  as applicable,  decision
in accordance with the Servicing Standard will be sufficient and a Rating Agency
Confirmation will not be required.

          (f) With respect to each Mortgage  Loan that provides for  defeasance,
the Master  Servicer  shall not execute a  defeasance  unless it has  obtained a
Rating  Agency  Confirmation  from  each  Rating  Agency  with  respect  to such
defeasance;  provided, however, that with respect to Mortgage Loans that have an
outstanding  principal  balance  at the time of such  defeasance  that  does not
exceed the lesser of $5,000,000 and 1% of the then outstanding  Stated Principal
Balance of the  Mortgage  Pool,  the Master  Servicer may in lieu of obtaining a
Rating  Agency   Confirmation   deliver  to  each  Rating  Agency  a  Defeasance
Certification substantially in the form of Exhibit J attached hereto. The Master
Servicer  shall  notify the  Operating  Adviser of any  Mortgage  Loans that are
defeased.  The Master  Servicer  shall not execute a  defeasance  unless (i) the
Mortgage  Loan  requires the Borrower to pay all Rating  Agency fees  associated
with  defeasance (if Rating Agency  approval is a specific  condition  precedent
thereto)  and  all  other  reasonable   expenses   associated  with  defeasance,
including,  but not limited to, accountants' fees and opinions of counsel,  (ii)
the Borrower is required to provide all opinions of counsel,  including opinions
of counsel that the  defeasance  will not cause an Adverse  REMIC Event and that
the Mortgage Loan Documents are fully enforceable in accordance with their terms
(subject to bankruptcy,  insolvency and similar  standard  exceptions),  and any
applicable Rating Agency Confirmations,  or (iii) other arrangements for payment
of such costs are made at no expense to the Trust Fund; provided,  however, that
in no event shall the proposed  "other  arrangements"  in clause (iii) result in
any  liability  to the Trust Fund  including  an  indemnification  of the Master
Servicer or the Special Servicer which may result in legal expenses to the Trust
Fund.

          (g)  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  neither the Master  Servicer nor the Special  Servicer  shall amend,
modify or waive any provision of a Mortgage Loan in a manner that would reduce a
Borrower's obligation to pay the costs associated with obtaining a Rating Agency
Confirmation,  unless it shall  first  have  received  the  consent of the other
servicer.

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          Section 3.29. Interest Reserve Account.

          (a) On each  Distribution Date relating to any Interest Accrual Period
ending in any February  and on any  Distribution  Date  relating to any Interest
Accrual  Period ending in any January which occurs in a year which is not a leap
year, the  Certificate  Administrator  shall deposit from the amount remitted to
the  Certificate  Administrator  by the  Master  Servicer  pursuant  to  Section
3.6(a)(i),  in respect of the Interest Reserve Loans,  into the Interest Reserve
Account,  an amount equal to one day's interest on the Stated Principal  Balance
of the Interest Reserve Loans as of the Due Date occurring in the month in which
such  Distribution Date occurs at the related Net Mortgage Rate, to the extent a
full Monthly Payment or P&I Advance is made and received in respect thereof (all
amounts so deposited in any consecutive January and February,  "Interest Reserve
Amounts").

          (b) On each  Distribution  Date  occurring in March,  the  Certificate
Administrator  shall withdraw from the Interest  Reserve Account an amount equal
to the Interest Reserve Amounts from the preceding January and February, if any,
and deposit such amount into the Distribution Account.

          Section  3.30.  Provisions  Relating to  Servicing of Danbury Loan and
Mills Loan.

          (a)  Notwithstanding  anything to the contrary  contained herein,  the
Danbury  Loan will be  serviced  pursuant  to the  Danbury  Trust and  Servicing
Agreement and the Danbury Intercreditor Agreement.  None of the Master Servicer,
the Special  Servicer,  the Certificate  Administrator nor the Trustee will have
any  obligation  or authority to (i) service or  administer  the Danbury  Trust,
except for  preparing  the  reports  required  to be  delivered  by such  Person
pursuant to this  Agreement,  or (ii) supervise the Danbury  Servicer or Danbury
Special Servicer.

          (b) None of the Master Servicer,  the Certificate  Administrator,  the
Trustee,  any Fiscal Agent nor the Special Servicer shall have any obligation to
make P&I Advances  and/or  Servicing  Advances with respect to the Danbury Loan,
the Danbury Non-Pooled Companion Notes or the related Mortgaged Property, except
that if the  "Servicer  Remittance  Date" (as defined in the  Danbury  Trust and
Servicing  Agreement) in any month is after the  Remittance  Date in such month,
the Master  Servicer  shall be  required  on the  Remittance  Date to make a P&I
Advance  with  respect to the  Danbury  Loan,  unless the  Master  Servicer  has
determined that such P&I Advance if made would be a Nonrecoverable  Advance (the
Master Servicer may conclusively  rely on any  non-recoverability  determination
made by the Danbury Servicer). If the Master Servicer fails to make any such P&I
Advance,  the  Trustee  and any Fiscal  Agent shall be required to make such P&I
Advance as and to the extent  required  in Section  4.5(d).  Any  Advances  made
pursuant to the  preceding two sentences  shall be  reimbursable  as provided in
Section  3.6.  Interest  shall not accrue on any such  Advances  if the  Monthly
Payment for which such  Advance  was made is received by the Master  Servicer on
the related  "Servicer  Remittance  Date" (as  defined in the Danbury  Trust and
Servicing  Agreement).  If such  Monthly  Payment is not  received by the Master
Servicer on such date, interest on such Advance shall accrue at the Advance Rate
from and after the "Servicer  Remittance  Date" (as defined in the Danbury Trust
and Servicing  Agreement).  The obligation of the Master Servicer or the Special
Servicer to provide information to the Trustee,  the Certificate  Administrator,
the

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Certificateholders and the Rating Agencies with respect to the Danbury Loan, the
Danbury  Non-Pooled  Companion  Notes  or  the  related  Mortgaged  Property  is
dependent  on the  Master  Servicer  or the  Special  Servicer,  as  applicable,
receiving the  corresponding  information  from the Danbury  Servicer or Danbury
Special Servicer, as applicable.

          (c) Initially the Mills Loan, but not the Mills  Non-Pooled  Companion
Notes,  shall be  serviced  by the  Master  Servicer  and the  Special  Servicer
pursuant  to  the  terms  and   conditions  of  this  Agreement  and  the  Mills
Intercreditor Agreement. If the Mills Non-Pooled Companion Notes are transferred
on or before June 30, 2001 to a trust (the "Mills Trust")  established  pursuant
to a Trust and Servicing  Agreement  substantially  similar to the Danbury Trust
and  Servicing  Agreement  (the  "Mills  Trust and  Servicing  Agreement"),  the
servicing of the Mills Loan shall be transferred and assumed by the servicer and
special  servicer for the Mills Trust.  If the Mills Loan is not  transferred to
the Mills Trust on or before June 30, 2001, the Master  Servicer may, but is not
required to,  transfer the servicing of the Mills Loan to another entity that is
also servicing the Mills Non-Pooled Companion Notes;  provided,  that the Master
Servicer has obtained a Rating Agency Confirmation with respect to the terms and
conditions of such transfer of servicing.  The Master  Servicer is authorized to
enter into an  amendment  to the Mills  Intercreditor  Agreement  to reflect the
terms and  conditions  related to such transfer of servicing;  provided that the
Master Servicer has obtained a Rating Agency  Confirmation  with respect to such
amendment.  If the servicing of the Mills Loan is transferred to the Mills Trust
or another entity that is servicing the Mills  Non-Pooled  Companion  Notes, the
aggregate  servicing  fee rate and trustee fee rate,  if any, that is paid to or
charged by the Mills Trust or such other  entity to the Trust Fund with  respect
to the Mills Loan may not exceed 0.0125% per annum.

          (d) From and after the  transfer  of the  servicing  of the Mills Loan
pursuant to Section 3.30(c):

               (i)  none of the  Master  Servicer,  the  Special  Servicer,  the
Certificate  Administrator nor the Trustee will have any obligation or authority
to (A) service or  administer  the Mills Loan,  except for preparing the reports
required to be  delivered  by such Person  pursuant  to this  Agreement,  or (B)
supervise  the  servicer(s)  to whom the  servicing  of the Mills  Loan has been
transferred;

               (ii) neither the Master Servicer,  the Trustee,  any Fiscal Agent
nor the Special  Servicer shall have any obligation to make P&I Advances  and/or
Servicing  Advances  with  respect  to the  Mills  Loan,  the  Mills  Non-Pooled
Companion Notes or the related Mortgaged Properties; and

               (iii)  the  obligation  of the  Master  Servicer  or the  Special
Servicer to provide information to the Trustee,  the Certificate  Administrator,
the  Certificateholders  and the Rating Agencies with respect to the Mills Loan,
the Mills Non-Pooled  Companion Notes or the related Mortgaged  Properties shall
be  dependent on the Master  Servicer or the Special  Servicer,  as  applicable,
receiving  the  corresponding  information  from  the  servicer(s)  to whom  the
servicing of the Mills Loan has been transferred.

          (e) If the Trust Fund as the holder of the  Danbury  Loan or the Mills
Loan is  entitled  to exercise  any voting  rights  with  respect to the Danbury
Trust,  the  Mills  Trust or

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<PAGE>

another  entity  that owns the Mills  Non-Pooled  Companion  Notes,  the Special
Servicer shall be entitled to exercise such voting rights on behalf of the Trust
Fund.  Notwithstanding  the  foregoing,  if the Trust  Fund as the holder of the
Danbury  Loan or the Mills Loan has the right to direct the  Danbury  Trustee or
the Mills  Trustee,  as  applicable,  to remove  either the  servicer or special
servicer for the Danbury Trust or the Mills Trust,  as applicable,  because such
servicer or special  servicer has been removed from the list of approved  master
servicers or approved special  servicers,  as the case may be, maintained by S&P
for mortgage loans similar to the Danbury Loan or Mills Loan, and not reinstated
on such list within 60 days after such removal, the Trustee (and not the Special
Servicer)  may,  and at the  written  direction  of  the  Holders  of 25% of the
aggregate  Voting  Rights of all  Certificates  the  Trustee  shall,  direct the
Danbury Trustee or the Mills Trustee, as applicable,  to remove such servicer or
special, as the case may be.

          (f) From  time to time  upon  request  of the  Danbury  Servicer,  the
Danbury  Special  Servicer or a servicer of the Mills Loan,  and delivery to the
applicable  Custodian of a Request for Release,  the applicable  Custodian shall
release the related  original  Note to such  servicer.  Upon receipt of (a) such
Note by the  applicable  Custodian  from such  servicer or (b) in the event of a
liquidation or conversion of the related  Mortgage Loan into an REO Property,  a
certificate  of an officer of such servicer  stating that such Mortgage Loan was
liquidated  and that all amounts  received or to be received in connection  with
such liquidation which are required to be deposited into the Collection  Account
or Distribution  Account have been so deposited,  or that such Mortgage Loan has
become an REO Property,  the applicable  Custodian  shall return the Request for
Release to such servicer.

                                  ARTICLE IV.

                       DISTRIBUTIONS TO CERTIFICATEHOLDERS

          Section 4.1. Distributions of REMIC I.

          (a) On each Distribution Date, the Certificate  Administrator shall be
deemed to apply the Available Funds as is attributable to each Mortgage Loan for
such date for the following purposes and in the following order of priority:

               (i) to pay  interest  to  REMIC  II in  respect  of each  REMIC I
Regular Interest, 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;

               (ii) to pay  principal  to REMIC II in  respect  of each  REMIC I
Regular Interest, up to an amount equal to, and pro rata in accordance with, the
excess, if any, of the Uncertificated  Principal Balance of such REMIC I Regular
Interest  outstanding  immediately  prior to such  Distribution  Date,  over the
Stated  Principal  Balance  of the  related  Mortgage  Loan  (including  without
limitation  an REO  Mortgage  Loan or, if  applicable,  a  Qualified  Substitute
Mortgage Loan) that will be outstanding  immediately following such Distribution
Date;

               (iii) to reimburse  REMIC II for any Realized  Losses and Expense
Losses previously deemed allocated to the various REMIC I Regular Interests,  up
to an amount

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equal to, and pro rata in  accordance  with,  the  Realized  Losses and  Expense
Losses, if any,  previously  allocated to such REMIC I Regular Interests and for
which no reimbursement has previously been paid; and

               (iv) to the Holders of the Class R-I  Certificates  that portion,
if any, of the Available  Funds for such date that has not otherwise been deemed
paid to REMIC II in respect of the REMIC I Regular  Interests  pursuant  to this
Section 4.1(a).

          (b) On each Distribution Date, the Certificate  Administrator shall be
deemed to apply each  Prepayment  Premium  then on  deposit in the  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 (including  without limitation an REO Mortgage Loan
or, if  applicable,  a  Qualified  Substitute  Mortgage  Loan) as to which  such
Prepayment Premium was received.

          (c) On each Distribution Date, after the deemed distributions pursuant
to Section 4.1(b) on that date, the  Certificate  Administrator  shall apply any
Excess  Liquidation  Proceeds  received  with respect to a Mortgage Loan then on
deposit  in  the  Excess  Liquidation  Proceeds  Account,  first,  as  a  deemed
reimbursement  of the REMIC I Regular  Interests  for, and to the extent of, any
unreimbursed  Realized  Losses or Expense Losses  previously  allocated to them;
second,  to pay any Servicing  Advances,  Advance Interest or other amounts that
could constitute Realized Losses or Expense Losses in the future; and third upon
the reduction of the aggregate  Uncertificated Principal Balances of the REMIC I
Regular  Interests  to zero,  to pay any  amounts  remaining  on deposit in such
account to the Special Servicer as additional Special Servicer compensation.

          Section 4.2. Distributions of REMIC II.

          (a) On each Distribution  Date, the Certificate  Administrator  shall,
subject to Section 4.2(b), be deemed to distribute the Available Funds for REMIC
II to holders of the REMIC II Regular Interests,  for the following purposes and
in the following order of priority:

               (i) an amount equal to the Distributable Certificate Interest for
the Class A-1  Certificates,  Class A-2  Certificates,  Class X-1  Certificates,
Class X-2 Certificates and Class X Certificates to Class A-1-II Interest,  Class
A-2A-II  Interest,  Class A-2B-II  Interest,  Class B-II Interest,  Class C-1-II
Interest, Class C-2-II Interest, Class D-II Interest, Class E-II Interest, Class
F-II Interest,  Class G-II Interest,  Class H-II Interest,  Class J-II Interest,
Class K-II  Interest,  Class L-II  Interest,  Class  M-II  Interest,  Class N-II
Interest and Class O-II Interest,  divided among such REMIC II Regular Interests
in  proportion  to (A) in the case of the Class A-1-II  Interest,  Class A-2A-II
Interest and Class A-2B-II Interest,  the related  Uncertificated  Distributable
Interest  for such  Distribution  Date and (B) in the case of each of the  Class
B-II  Interest,  Class  C-1-II  Interest,  Class  C-2-II  Interest,  Class  D-II
Interest,  Class E-II Interest,  Class F-II Interest, Class G-II Interest, Class
H-II Interest,  Class J-II Interest,  Class K-II Interest,  Class L-II Interest,
Class M-II Interest, Class N-II Interest and Class O-II Interest, the sum of (I)
the product of 46.5% of the  Uncertificated  Principal  Balance of such REMIC II
Regular  Interest and the sum of the related  Class X-1 Strip Rate and Class X-2
Strip Rate and (II) the product of

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<PAGE>

53.5% of the Uncertificated  Principal Balance of such REMIC II Regular Interest
and the related Class X Strip Rate;

               (ii) to the Class A-1-II  Interest,  the  Principal  Distribution
Amount for such Distribution Date, until the Uncertificated Principal Balance of
the Class A-1-II Interest has been reduced to zero;

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

               (iv) to Class A-1-II  Interest,  Class A-2A-II Interest and Class
A-2B-II  Interest  pro rata on the  basis of their  respective  entitlements  to
reimbursement  described in this clause  (iv),  to  reimburse  any  unreimbursed
Realized  Losses  and  Expense  Losses  previously  allocated  to  Class  A-1-II
Interest,  Class A-2A-II  Interest and Class A-2B-II Interest as a result of the
allocation of Realized  Losses and Expense Losses to the Class A-1 and Class A-2
Certificates;

               (v)  to  the  Class  B-II   Interest,   the   remainder   of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

               (vi)  upon  payment  in  full  of  the  Uncertificated  Principal
Balances of the Class A-1-II Interest,  the Class A-2A-II Interest and the Class
A-2B-II Interest, to the Class B-II Interest,  the Principal Distribution Amount
for such Distribution  Date, until the  Uncertificated  Principal Balance of the
Class B-II Interest has been reduced to zero; the Principal  Distribution Amount
herein will be reduced by any portion thereof  distributed to the holders of the
Class A-1-II Interest, Class A-2A-II Interest and the Class A-2B-II Interest;

               (vii) to the Class B-II Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

               (viii)  to  the  Class  C-1-II  Interest  and  the  Class  C-2-II
Interest,  pro rata, the remainder of the Uncertificated  Distributable Interest
for such REMIC II Regular Interests for such Distribution Date to the extent not
distributed pursuant to clause (i) above;

               (ix) upon payment in full of the Uncertificated Principal Balance
of the Class  B-II  Interest,  to the Class  C-1-II  Interest  and Class  C-2-II
Interest,  pro rata,  the Principal  Distribution  Amount for such  Distribution
Date,  until the  Uncertificated  Principal  Balance of each of the Class C-1-II
Interest and Class  C-2-II  Interest  has been  reduced to zero;  the  Principal

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<PAGE>

Distribution Amount herein will be reduced by any portion thereof distributed to
the holders of the Class A-1-II Interest,  Class A-2A-II Interest, Class A-2B-II
Interest and Class B-II Interest;

               (x) to the Class C-1-II Interest and Class C-2-II  Interest,  pro
rata,  to  reimburse  any  unreimbursed   Realized  Losses  and  Expense  Losses
previously allocated thereto;

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

               (xii)  upon  payment  in  full  of the  Uncertificated  Principal
Balance of the Class C-1-II  Interest and Class  C-2-II  Interest,  to the Class
D-II Interest,  the Principal  Distribution  Amount for such Distribution  Date,
until the  Uncertificated  Principal Balance of the Class D-II Interest has been
reduced to zero; the Principal Distribution Amount herein will be reduced by any
portion thereof  distributed to the holders of the Class A-1-II Interest,  Class
A-2A-II  Interest,  Class A-2B-II  Interest,  Class B-II Interest,  Class C-1-II
Interest and Class C-2-II Interest;

               (xiii) to the Class D-II Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

               (xv) upon payment in full of the Uncertificated Principal Balance
of  the  Class  D-II  Interest,  to  the  Class  E-II  Interest,  the  Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance  of the Class E-II  Interest  has been  reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class A-1-II,  Class A-2A-II  Interest,  Class
A-2B-II  Interest,  Class B-II  Interest,  Class C-1-II  Interest,  Class C-2-II
Interest and Class D-II Interest;

               (xvi) to the Class E-II Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

               (xviii)  upon  payment  in full of the  Uncertificated  Principal
Balance of the Class E-II Interest,  to the Class F-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance  of the Class F-II  Interest  has been  reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class A-1-II Interest, Class A-2A-II Interest,
Class A-2B-II Interest, Class B-II Interest, Class C-1-II Interest, Class C-2-II
Interest, Class D-II Interest and Class E-II Interest;

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<PAGE>

               (xix) to the Class F-II Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

               (xxi)  upon  payment  in  full  of the  Uncertificated  Principal
Balance of the Class F-II Interest,  to the Class G-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance  of the Class G-II  Interest  has been  reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class A-1-II Interest, Class A-2A-II Interest,
Class A-2B-II Interest, Class B-II Interest, Class C-1-II Interest, Class C-2-II
Interest, Class D-II Interest, Class E-II Interest and Class F-II Interest;

               (xxii) to the Class G-II Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

               (xxiv)  upon  payment  in  full of the  Uncertificated  Principal
Balance of the Class G-II Interest,  to the Class H-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance  of the Class H-II  Interest  has been  reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class A-1-II Interest, Class A-2A-II Interest,
Class A-2B-II Interest, Class B-II Interest, Class C-1-II Interest, Class C-2-II
Interest,  Class D-II  Interest,  Class E-II  Interest,  Class F-II Interest and
Class G-II Interest;

               (xxv) to the Class H-II Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

               (xxvii)  upon  payment  in full of the  Uncertificated  Principal
Balance of the Class H-II Interest,  to the Class J-II  Interest,  the Principal
Distribution  Amount  for  such  Distribution  Date,  until  the  Uncertificated
Principal  Balance  of the Class J-II  Interest  has been  reduced to zero;  the
Principal  Distribution  Amount  herein will be reduced by any  portion  thereof
distributed to the holders of the Class A-1-II Interest, Class A-2A-II Interest,
Class A-2B-II Interest, Class B-II Interest, Class C-1-II Interest, Class C-2-II
Interest,  Class D-II Interest,  Class E-II Interest, Class F-II Interest, Class
G-II Interest and Class H-II Interest;

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<PAGE>

               (xxviii)  to  the  Class  J-II   Interest,   to   reimburse   any
unreimbursed Realized Losses and Expense Losses previously allocated thereto;

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

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

               (xxxi) to the Class K-II Interest,  to reimburse any unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

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

               (xxxiv) to the Class L-II Interest, to reimburse any unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

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

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

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<PAGE>

               (xxxvii)  to  the  Class  M-II   Interest,   to   reimburse   any
unreimbursed Realized Losses and Expense Losses previously allocated thereto;

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

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

               (xl) to the Class N-II  Interest,  to reimburse any  unreimbursed
Realized Losses and Expense Losses previously allocated thereto;

               (xli)  to  the  Class  O-II   Interest,   the  remainder  of  the
Uncertificated  Distributable  Interest  for such REMIC II Regular  Interest for
such  Distribution  Date to the extent not  distributed  pursuant  to clause (i)
above;

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

               (xliii) to the Class O-II Interest, to reimburse any unreimbursed
Realized Losses and Expense Losses previously allocated thereto; and

               (xliv) thereafter, to the Class R-II Certificateholders.

          (b) On each  Distribution  Date  after  the  aggregate  Uncertificated
Principal  Balance of each REMIC II Regular Interest other than the Class A-1-II
Interest,  the Class  A-2A-II  Interest,  and Class  A-2B-II  Interest  has been
reduced to zero, and in any event on the final  Distribution  Date in connection
with a  termination  of the Trust Fund  described in Article IX, the payments of
principal to be made pursuant to Section 4.2(a)(ii) and (iii) above with respect
to the Class A-1-II  Interest,  the Class  A-2A-II  Interest  and Class  A-2B-II
Interest,  will be so made to such REMIC II Regular  Interests,  up to an amount
equal to, and pro rata as between such REMIC II Regular  Interests in accordance
with,  the  respective   then-outstanding   aggregate  Uncertificated  Principal
Balances of such REMIC II Regular Interests.

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<PAGE>

          (c) On the final Distribution Date in connection with a termination of
the Trust Fund  described  in Article IX, the  distributions  of principal to be
made  pursuant to clauses (vi),  (ix),  (xii),  (xv),  (xviii),  (xxi),  (xxiv),
(xxvii), (xxx), (xxxiii),  (xxxvi),  (xxxix) and (xlii) of Section 4.2(a) shall,
in each such case,  subject to the then remaining portion of the Available Funds
for REMIC II for such  date,  be made to the  Holders of the  relevant  Class of
REMIC II Regular  Interests  otherwise  entitled to  distributions  of principal
pursuant to such clause up to an amount  equal to the  aggregate  Uncertificated
Principal  Balance  of such  Class  of REMIC II  Regular  Interests  outstanding
immediately prior to such Distribution Date.

          (d) On each Distribution Date, the Certificate  Administrator shall be
deemed to distribute any Prepayment  Premiums deemed  distributed to the REMIC I
Regular   Interests,   to  the  REMIC  II  Regular  Interest  then  entitled  to
distributions of principal from the Principal  Distribution  Amount (or, if more
than one Class of such REMIC II Regular  Interests is entitled to  distributions
of principal from the Principal  Distribution  Amount,  such Prepayment Premiums
shall be  deemed to be  allocated  among  such  Classes  on a pro rata  basis in
accordance with the relative amounts of such deemed distributions of principal).

          (e) On each  Distribution  Date,  any Excess  Liquidation  Proceeds on
deposit in the Excess  Liquidation  Proceeds  Account deemed  distributed on the
REMIC I Regular  Interests on such date,  will in turn be deemed  distributed to
reimburse  the  REMIC II  Regular  Interests  (in  order of  alphabetical  Class
designation)  for,  and to the extent of, any  unreimbursed  Realized  Losses or
Expense Losses previously  allocated to them.  Distributions will be deemed made
to the holders of the Class A-1-II  Interest,  Class A-2A-II  Interest and Class
A-2B-II  Interest  pro rata as between  such  Classes in  accordance  with their
respective then-outstanding aggregate Uncertificated Principal Balances.

          Section 4.3. Distributions of REMIC III.

          (a) On each  Distribution  Date, the Certificate  Administrator  shall
withdraw from the  Distribution  Account the Available Funds in respect of REMIC
III 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 the  respective  Classes of
Senior  Certificates,  up to an  amount  equal  to,  and pro rata as among  such
Classes in accordance with, all Distributable Certificate Interest in respect of
each such Class of Certificates for such Distribution Date,

               (ii) to pay principal from the Principal  Distribution Amount for
such  Distribution  Date, 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  aggregate  Certificate
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,

                                      136
<PAGE>

the respective  amounts of Realized Losses and Expense Losses,
if any,  previously  allocated to such Classes of Certificates  and for which no
reimbursement has previously been paid; and

               (iv) to make payments on the Subordinate Certificates as provided
below;

provided that, on each Distribution Date after the aggregate Certificate Balance
of the  Subordinate  Certificates  has been reduced to zero, and in any event on
the final  Distribution  Date in connection with a termination of the Trust Fund
described in Article IX, the payments of principal to be made pursuant to clause
(ii) above  with  respect  to the Class A  Certificates,  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 aggregate Certificate Balances of such Certificates;

          (b) On each Distribution Date,  following the foregoing  distributions
on the  Senior  Certificates,  the  Certificate  Administrator  shall  apply the
remaining  portion,  if any, of the Available  Funds in respect of REMIC III 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;

               (ii)  if  the  aggregate  Certificate  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 aggregate Certificate 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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (iv) to pay interest to the Holders of the respective  Classes of
Class C  Certificates,  up to an  amount  equal to,  and pro rata as among  such
Classes in accordance with, all Distributable Certificate Interest in respect of
each such Class of Certificates for such Distribution Date;

               (v) if the  aggregate  Certificate  Balances  of the  Class A and
Class B Certificates  have been reduced to zero, to pay principal to the Holders
of the Class C-1  Certificates  and Class C-2  Certificates,  pro rata  based on
their respective outstanding  Certificate Balances, up to an amount equal to the
lesser of (A) the  then-outstanding  aggregate  Certificate Balance of each such
Class of Certificates and (B) the remaining  Principal  Distribution  Amount for
such Distribution Date;

               (vi) to reimburse the Holders of the Class C-1  Certificates  and
Class C-2  Certificates  up to an amount  equal to,  and pro rata as among  such
Classes in  accordance  with,

                                      137
<PAGE>

the respective amounts of Realized Losses and Expense Losses, if any, previously
allocated to such Classes of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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;

               (viii)  if the  aggregate  Certificate  Balances  of the Class A,
Class B, Class C-1 and Class C-2 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  aggregate  Certificate  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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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;

               (xi) if the aggregate  Certificate Balances of the Class A, Class
B, Class C-1, Class C-2 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  aggregate Certificate 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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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;

               (xiv) if the aggregate Certificate Balances of the Class A, Class
B, Class C-1, Class C-2,  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  aggregate  Certificate
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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

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<PAGE>

               (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;

               (xvii)  if the  aggregate  Certificate  Balances  of the Class A,
Class B, Class C-1, Class C-2,  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
aggregate  Certificate  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 Expense Losses, if any, previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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;

               (xx) if the aggregate  Certificate Balances of the Class A, Class
B, Class C-1, Class C-2, 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
aggregate  Certificate  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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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;

               (xxiii) if the  aggregate  Certificate  Balances  of the Class A,
Class B,  Class C-1,  Class C-2,  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 aggregate Certificate 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 Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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
such Class of Certificates for such Distribution Date;

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<PAGE>

               (xxvi)  if the  aggregate  Certificate  Balances  of the Class A,
Class B, Class C-1,  Class C-2,  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 aggregate Certificate Balance of such Class of Certificates and
(B) the remaining Principal Distribution Amount for such Distribution Date;

               (xxvii) to reimburse the Holders of the Class K  Certificates  up
to an amount equal to all Realized Losses and Expense Losses, if any, previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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 of Certificates for such Distribution Date;

               (xxix)  if the  aggregate  Certificate  Balances  of the Class A,
Class B,  Class  C-1,  Class  C-2,  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  aggregate  Certificate  Balance  of  such  Class  of
Certificates  and (B) the  remaining  Principal  Distribution  Amount  for  such
Distribution Date;

               (xxx) to reimburse the Holders of the Class L Certificates  up to
an amount equal to all Realized  Losses and Expense Losses,  if any,  previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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 of Certificates for such Distribution Date;

               (xxxii) if the  aggregate  Certificate  Balances  of the Class A,
Class B,  Class  C-1,  Class  C-2,  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  aggregate  Certificate  Balance of such
Class of Certificates and (B) the remaining  Principal  Distribution  Amount for
such Distribution Date;

               (xxxiii) to reimburse the Holders of the Class M Certificates  up
to an amount equal to all Realized Losses and Expense Losses, if any, previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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 of Certificates for such Distribution Date;

               (xxxv)  if the  aggregate  Certificate  Balances  of the Class A,
Class B,  Class  C-1,  Class  C-2,  Class D, Class E, Class F, Class G, Class H,
Class J, Class K, Class L and Class

                                      140
<PAGE>

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 aggregate Certificate Balance of such Class of Certificates and
(B) the remaining Principal Distribution Amount for such Distribution Date;

               (xxxvi) to reimburse the Holders of the Class N  Certificates  up
to an amount equal to all Realized Losses and Expense Losses, if any, previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid;

               (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 of Certificates for such Distribution Date;

               (xxxviii) if the aggregate  Certificate  Balances of the Class A,
Class B,  Class  C-1,  Class  C-2,  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  aggregate  Certificate
Balance  of  such  Class  of  Certificates  and  (B)  the  remaining   Principal
Distribution Amount for such Distribution Date;

               (xxxix) to reimburse the Holders of the Class O  Certificates  up
to an amount equal to all Realized Losses and Expense Losses, if any, previously
allocated  to such  Class of  Certificates  and for which no  reimbursement  has
previously been paid; and

               (xl) to pay to the  Holders of the Class R-III  Certificates  the
balance,  if any,  of the  Available  Funds in  respect  of  REMIC  III for such
Distribution  Date;  provided that, on the final Distribution Date in connection
with a termination of the Trust Fund described in Article IX, the  distributions
of principal to be made  pursuant to clauses (ii),  (v),  (viii),  (xi),  (xiv),
(xvii), (xx), (xxiii),  (xxvi),  (xxix),  (xxxii),  (xxxv) and (xxxviii) of this
Section 4.3(b) shall, in each such case,  subject to the then remaining  portion
of the  Available  Funds in respect  of REMIC III for such date,  be made to the
Holders  of the  relevant  Class of  Principal  Balance  Certificates  otherwise
entitled to distributions  of principal  pursuant to such clause up to an amount
equal  to the  aggregate  Certificate  Balance  of such  Class  of  Certificates
outstanding immediately prior to such Distribution Date.

          (c) Any Prepayment  Premium  collected with respect to a Mortgage Loan
during any  particular  Collection  Period will be  distributed on the following
Distribution  Date as  follows:  The holders of the Class A, Class B, Class C-1,
Class C-2, Class D, Class E, Class F and Class G  Certificates  then entitled to
distributions  of  principal  on such  Distribution  Date will be entitled to an
aggregate amount,  allocable among such Classes,  if more than one, as described
below,  equal  to the  lesser  of (a)  such  Prepayment  Premium  and  (b)  such
Prepayment Premium multiplied by a fraction,  the numerator of which is equal to
the excess,  if any, of the  Pass-Through  Rate applicable to the most senior of
such Classes of Principal Balance Certificates then outstanding (or, in the case
of (i) the two Classes of Class A Certificates,  first,  the  Pass-Through  Rate
applicable  to the Class A-1  Certificates  and second,  the  Pass-Through  Rate
applicable  to the

                                      141
<PAGE>

Class A-2  Certificates and (ii) the Class C-1 and Class C-2  Certificates,  the
Pass-Through  Rate applicable to the Class C-1  Certificates)  over the relevant
Discount Rate, and the  denominator of which is equal to the excess,  if any, of
the Mortgage Rate of the Mortgage Loan that prepaid,  over the relevant Discount
Rate.  If there is more than one such Class of  Principal  Balance  Certificates
entitled to distributions of principal on such Distribution  Date, the aggregate
amount described in the preceding  sentence will be allocated among such Classes
on a pro rata basis in accordance  with the relative  amounts of  entitlement to
such distributions of principal.

     Any  amounts  that  would be  distributable  to the Class C-2  Certificates
pursuant to the prior  paragraph  shall instead be distributed to the Class C-2X
Certificates.

     Any portion of any Prepayment  Premium  remaining after any such payment to
the holders of such Principal  Balance  Certificates  as described above will be
distributed  to  the  holders  of  the  Class  X  Certificates   and  Class  X-1
Certificates,  with 53.5% of such portion  allocated to the Class X Certificates
and 46.5% allocated to the Class X-1 Certificates.

          (d) On each  Distribution  Date,  amounts  on  deposit  in the  Excess
Liquidation  Proceeds  Account  deemed  distributed  on  the  REMIC  II  Regular
Interests  on such date,  will in turn be used to  reimburse  the holders of the
Principal  Balance  Certificates (in order of alphabetical  Class  designation )
for,  and to the  extent of,  unreimbursed  Realized  Losses or  Expense  Losses
previously  allocated to them.  Distributions will be made to the holders of the
Class  A-1 and  Class A-2  Certificates  pro rata as  between  such  Classes  in
accordance with the respective  then-outstanding  aggregate Certificate Balances
of such Certificates.

          (e)  All  of  the  foregoing   distributions   to  be  made  from  the
Distribution  Account  on any  Distribution  Date with  respect to the REMIC III
Regular Certificates shall be deemed made from the payments deemed made to REMIC
III in respect  of the REMIC II  Regular  Interests  on such  Distribution  Date
pursuant to Section 4.2.

          Section 4.4.  Statements  to Rating  Agencies and  Certificateholders;
Available Information.

          (a)  Based  solely  on   information   provided  to  the   Certificate
Administrator  by the Master  Servicer  and the  Special  Servicer  pursuant  to
Section  3.13,  the  Certificate  Administrator  shall  prepare  (or cause to be
prepared)   and,  on  each   Distribution   Date,   provide  or  make  available
electronically  (or, upon request,  by first class mail) to the  Depositor,  the
Placement Agents, the Sellers,  each Rating Agency, the Operating Adviser,  each
Certificateholder  and, to the extent that the Certificate  Administrator has in
accordance with Section 5.9 confirmed the Ownership Interest in the Certificates
held thereby, each Certificate Owner:

               (i) a statement  substantially in the form of, and containing the
information  set forth  in,  Exhibit H hereto  (the  "Certificate  Administrator
Report"), and

               (ii) each file and report  comprising the CMSA IRP (excluding the
Loan  Set-Up  File),  to the extent  received  or  prepared  by the  Certificate
Administrator  since the prior Distribution Date (or, in the case of the initial
Distribution Date, since the Closing Date);

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provided,  however,  that (A) the Certificate  Administrator  has no affirmative
obligation to discover the identities of Certificate  Owners and need only react
to Persons claiming to be Certificate Owners in accordance with such Section 5.9
and (B) the  Certificate  Administrator  need not deliver to the Depositor,  the
Master Servicer,  the Special Servicer,  the Seller,  the Placement Agents,  the
Rating Agencies or the Operating Adviser any such report or information that has
been made  available via the  Certificate  Administrator's  Internet  website as
provided below.

     With  respect to any  information  in a  Certificate  Administrator  Report
pertaining to a specific  Mortgage Loan,  such Mortgage Loan shall be identified
by the related Loan Number and property  name, if any, set forth on the Mortgage
Loan Schedule.

     Within a reasonable period of time after the end of each calendar year, the
Certificate  Administrator  shall  furnish to each Person who at any time during
the calendar year was a Holder of a Certificate  (including holders of the Class
R-I,  Class  R-II or  Class  R-III  Certificates)  and to each  Rating  Agency a
statement containing (i) the aggregate principal and interest  distributions for
such calendar year or applicable  portion thereof during which such person was a
Certificateholder;  and (ii) such other customary information as the Certificate
Administrator  deems  necessary or desirable for  Certificateholders  to prepare
their  federal,  state and local  income tax  returns,  including  the amount of
original  issue  discount  accrued  on the  Certificates,  if  applicable.  Such
obligation  of the  Certificate  Administrator  shall  be  deemed  to have  been
satisfied to the extent that it provided  substantially  comparable  information
pursuant to any requirements of the Code as from time to time in force.

     In  addition  to the  reports  required  to be  delivered  pursuant to this
Section 4.4(a), the Certificate  Administrator shall make available upon request
to each Holder,  Certificate  Owner and proposed  transferee of a Non-Registered
Certificate or interest therein such additional information, if any, required to
be delivered  under Rule  144A(d)(4)  and in its  possession so as to permit the
proposed transfer to be effected pursuant to Rule 144A.

     Bond factor information may be obtained from the Certificate  Administrator
by  calling   800-246-5761.   If  the  Depositor  so  directs  the   Certificate
Administrator,  and on terms  acceptable to the Certificate  Administrator,  the
Certificate  Administrator  will make available through its electronic  bulletin
board  system,  on a  confidential  basis,  certain  information  related to the
Mortgage Loans. The bulletin board is located at (714) 282-3990.  Investors that
have an account on the bulletin  board may retrieve the loan level data file for
each  transaction in the directory.  An account number may be obtained by typing
"new" upon logging into the bulletin  board.  A directory has been set up on the
bulletin board in which an electronic file is stored containing monthly servicer
data.  All  files  are  compressed  before  being  put into the  directory.  The
Certificate  Administrator  shall make available each month via the  Certificate
Administrator's Internet website all Certificate  Administrator Reports and each
file or  report  comprising  the  CMSA IRP and  with  the  consent  of or at the
direction of the Depositor,  such other  information  regarding the Certificates
and/or  the  Mortgage  Loans as the  Certificate  Administrator  may have in its
possession. The Certificate Administrator's Internet Website shall be located at
www.lnbabs.com  or such other  address as shall be specified by the  Certificate

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Administrator from time to time in the Certificate  Administrator  Report and in
one or more written notices delivered to the other parties hereto, the Operating
Adviser (if any), the  Certificateholders and the Rating Agencies. In connection
with providing access to the Certificate  Administrator's  Internet Website, the
Certificate  Administrator  may require  registration  and the  acceptance  of a
disclaimer.   The  Certificate   Administrator  shall  not  be  liable  for  the
dissemination of information in accordance with this Agreement.

          (b) On or within two Business Days following each  Distribution  Date,
the Certificate Administrator shall prepare and furnish to the Placement Agents,
using the format and media mutually agreed upon by the Certificate Administrator
and the Placement Agents, the following information regarding each Mortgage Loan
and any other  information  reasonably  requested  by the  Placement  Agents and
available to the Certificate Administrator:

               (i) the Loan Number and the related  property  name,  if any, set
forth in the Mortgage Loan Schedule;

               (ii) the Mortgage Rate; and

               (iii) the principal balance as of such Distribution Date.

          (c) The Certificate  Administrator  shall only be obligated to deliver
the  statements,  reports and  information  contemplated  by Section  4.4(a) and
4.4(b) to the extent it receives the necessary  underlying  information from the
Master Servicer,  the Special  Servicer and the Rating Agencies,  as applicable,
and shall not be liable for any failure to deliver any thereof on the prescribed
due dates, to the extent such failure is caused by the Master  Servicer's or the
Special  Servicer's  failure to deliver such underlying  information in a timely
manner.   Absent  manifest  error,   the  Certificate   Administrator   (i)  may
conclusively  rely  on  any  such  information  forwarded  to it by  the  Master
Servicer,  the Special Servicer and the Rating Agencies,  and (ii) shall have no
obligation to verify the same.  Nothing herein shall  obligate the Trustee,  the
Certificate  Administrator,  the Master  Servicer  or the  Special  Servicer  to
violate (in the  reasonable  judgment of the Master  Servicer,  the  Certificate
Administrator,  the  Special  Servicer  or  the  Trustee,  as  appropriate)  any
applicable law or provision of any Mortgage Loan document prohibiting disclosure
of information with respect to any Borrower and the failure of the Trustee,  the
Certificate  Administrator,  the Master  Servicer  or the  Special  Servicer  to
disseminate information for such reason shall not be a breach hereof.

          Section 4.5. Remittances; P&I Advances.

          (a) For  purposes of this Section 4.5,  "Applicable  Monthly  Payment"
shall  mean,  for any  Mortgage  Loan with  respect  to any  month,  (A) if such
Mortgage  Loan is  delinquent as to its Balloon  Payment or  constitutes  an REO
Mortgage Loan, the related Assumed Monthly Payment and (B) if such Mortgage Loan
is not described by the preceding clause, the Monthly Payment.

          (b) On the Remittance  Date  immediately  preceding each  Distribution
Date, the Master Servicer shall:


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               (i) remit to the  Certificate  Administrator  from the Collection
Account  (A) for  deposit in the  Distribution  Account  an amount  equal to the
Prepayment  Premiums  and (B) for  deposit  in the Excess  Liquidation  Proceeds
Account  an amount  equal to the  Excess  Liquidation  Proceeds,  to the  extent
received  by  the  Master  Servicer  in the  Collection  Period  preceding  such
Remittance Date;

               (ii) remit to the Certificate  Administrator  from the Collection
Account for deposit in the  Distribution  Account an amount  equal to the Master
Servicer  Remittance  Amount for such  Distribution Date (excluding P&I Advances
which are remitted  pursuant to Section  4.5(b)(iii) and  Compensating  Interest
Payments which are remitted pursuant to Section 3.25);

               (iii) subject to Section  4.5(c),  make an advance  (each, a "P&I
Advance"),  by deposit into the Collection Account, and remit such amount to the
Distribution  Account,  in an amount equal to the Applicable Monthly Payment for
each Mortgage Loan (net of the Master  Servicer  Fee), to the extent such amount
was not  received  on such  Mortgage  Loan as of the  close of  business  on the
related  Determination Date;  provided,  however,  that, in the event the Master
Servicer shall fail to remit a P&I Advance  required to be made hereunder on the
Remittance Date, the Master Servicer shall pay to the Certificate  Administrator
interest  at the  Advance  Rate on the  amount  of such  P&I  Advance  from  and
including the  Remittance  Date to but not including the day such  remittance is
actually made; and

               (iv)  remit to the  Certificate  Administrator  from the  Grantor
Trust Collection Account for deposit in the Grantor Trust  Distribution  Account
an amount equal to the Deferred  Interest received by the Master Servicer in the
Collection Period preceding such Remittance Date.

          (c)  Notwithstanding  Section  4.5(b)(iii),  upon determination of the
Appraisal  Reduction with respect to any Required  Appraisal Loan, the amount of
any  delinquent  interest  required to be advanced with respect to such Required
Appraisal  Loan shall be an amount equal to the product of (A) the amount of the
delinquent  interest  that would be  required  to be advanced in respect of such
Mortgage Loan without regard to the application of this sentence,  multiplied by
(B) a fraction,  the numerator of which is equal to the Stated Principal Balance
of such Mortgage Loan as of the immediately  preceding  Determination  Date less
the Appraisal  Reduction and the  denominator of which is such Stated  Principal
Balance.

          (d) If, as of 3:00 p.m.,  New York City time, on any  Remittance  Date
the Master  Servicer  shall not (i) have made the P&I  Advance  required to have
been made on such date  pursuant to Section  4.5(b)(iii)  or (ii)  delivered the
certificate and documentation  related to a determination of  nonrecoverability,
the Trustee  shall  immediately  notify any Fiscal Agent by  telephone  promptly
confirmed in writing,  and the Trustee shall no later than 10:00 a.m.,  New York
City time, on such  Distribution  Date deposit into the Distribution  Account in
immediately  available  funds  an  amount  equal to the P&I  Advances  otherwise
required to have been made by the Master Servicer.  If the Trustee fails to make
any P&I Advance  required to be made under this  Section  4.5,  any Fiscal Agent
shall make such P&I Advance not later than 12:00  p.m.,  New

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York City time, on such Distribution Date and, thereby, the Trustee shall not be
in default under this Agreement.

          (e) Anything to the contrary in this Agreement  notwithstanding,  none
of the Master  Servicer,  the Trustee or any Fiscal  Agent shall be obligated to
make a P&I Advance on any date on which a P&I Advance is  otherwise  required to
be made by this  Section 4.5 if the Master  Servicer,  the Trustee or any Fiscal
Agent,  as  applicable,  determines  that such Advance will be a  Nonrecoverable
Advance.   The  Trustee  and  any  Fiscal  Agent  shall  be  entitled  to  rely,
conclusively, on any determination by the Master Servicer that a P&I Advance, if
made,  would be a Nonrecoverable  Advance.  The Trustee and any Fiscal Agent, in
determining  whether or not a P&I Advance  previously made is, or a proposed P&I
Advance,   if  made,  would  be,  a  Nonrecoverable   Advance  shall  make  such
determination in their reasonable judgment.

          (f)  The  Master  Servicer,  the  Trustee  or  any  Fiscal  Agent,  as
applicable,  shall be entitled to, and the Master Servicer hereby  covenants and
agrees to promptly seek and effect,  the  reimbursement  of P&I Advances made to
the extent permitted  pursuant to Section  3.6(a)(ii) of this Agreement together
with any related Advance  Interest Amount in respect of such P&I Advances to the
extent permitted pursuant to Section 3.6(a)(iii).

          Section 4.6. Allocation of Realized Losses and Expense Losses.

          (a) On each Distribution Date,  following the deemed  distributions to
be made in respect of the REMIC I Regular Interests pursuant to Section 4.1, 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 (including  without limitation an
REO Mortgage Loan or, if applicable,  a Qualified Substitute Mortgage Loan) that
will  be  outstanding   immediately   following  such  Distribution  Date.  Such
reductions  shall be deemed to be an allocation  of Realized  Losses and Expense
Losses.

          (b) On each Distribution Date, Realized Losses and Expense Losses that
are applied to each Class of REMIC III Regular  Certificates  shall be allocated
to reduce the  Uncertificated  Principal Balance of the Related REMIC II Regular
Interest.   Realized  Losses  and  Expense  Losses  applied  to  the  Class  A-2
Certificates  shall be applied pro rata to the Class A-2A-II  Interest and Class
A-2B-II Interest based on their respective Uncertificated Principal Balances.

          (c) On each Distribution Date,  following the distributions to be made
to the  Certificateholders on such date pursuant to Section 4.3, the Certificate
Administrator   shall   determine   the  amount,   if  any,  by  which  (i)  the
then-aggregate  Certificate  Balance  of  the  Principal  Balance  Certificates,
exceeds (ii) the aggregate  Stated  Principal  Balance of the Mortgage Pool that
will be outstanding immediately following such Distribution Date. If such excess
does exist, then the respective  aggregate  Certificate Balances of the Class O,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E,
Class D,  Class  C-2,  Class  C-1 and  Class B  Certificates  shall  be  reduced
sequentially,  in that order (except that the respective  aggregate  Certificate
Balances of the Class C-1 and Class C-2 Certificates shall be reduced,  pro rata
in  accordance  with  the  relative  sizes  of  the  then-outstanding  aggregate
Certificate  Balances of such Classes of Certificates),  in each case, until the
first to occur of such excess  being  reduced to zero or the  related  aggregate
Certificate Balance of such Class being reduced to zero. If, after the

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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  aggregate  Certificate 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  aggregate  Certificate Balances
of such Classes of  Certificates,  until the first to occur of such excess being
reduced to zero or each such  aggregate  Certificate  Balance  being  reduced to
zero.  Such reductions in the aggregate  Certificate  Balances of the respective
Classes of Principal Balance  Certificates  shall be deemed to be allocations of
Realized Losses and Expense Losses among the  Certificates of each such Class in
proportion to their respective Percentage Interests in such Class.

          Section 4.7. Distributions on the Grantor Trust.

     On each Distribution Date, the Certificate Administrator shall withdraw the
amount of any Deferred Interest  received in the related  Collection Period from
the Grantor Trust  Distribution  Account and shall  distribute such funds to the
holders of the Class V Certificates.

          Section 4.8. Distributions in General.

          (a) All amounts  distributable to a Class of Certificates  pursuant to
this Article IV on each  Distribution Date shall be allocated pro rata among the
outstanding Certificates in each such Class based on their respective Percentage
Interests.  Such  distributions  shall be made on each  Distribution Date (other
than the final  distribution on any  Certificate) to each  Certificateholder  of
record on the  related  Record  Date by check  mailed by first class mail to the
address set forth therefor in the  Certificate  Register or,  provided that such
Certificateholder shall have provided the Paying Agent with wire instructions in
writing on or before the  related  Record  Date (or upon  standing  instructions
given to the Certificate  Administrator  or the Paying Agent on the Closing Date
or on or before any Record Date,  which  instructions may be revoked at any time
thereafter  upon written notice to the Certificate  Administrator  or the Paying
Agent on or before the related  Record Date),  by wire  transfer of  immediately
available  funds to the  account  of such  Certificateholder  at a bank or other
entity located in the United States and having appropriate  facilities therefor.
The final  distribution on each  Certificate  (determined  without regard to any
possible  future   reimbursement  of  any  Realized  Losses  or  Expense  Losses
previously allocated to such Certificate) shall be made in like manner, but only
upon  presentment  and  surrender  of  such  Certificate  at the  office  of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is 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
Expense Loss 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 Certificateholder  that
surrendered such Certificate or by wire transfer if such  Certificateholder  has
provided the Certificate Administrator with wire transfer instructions.

          (b) Except as  otherwise  provided  in Section  9.1,  the  Certificate
Administrator  shall,  no later  than the  15th  day of the  month in the  month
preceding the Distribution Date on which the final  distribution with respect to
any  Class of  Certificates  is  expected  to be made or

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<PAGE>

such later day as the  Certificate  Administrator  becomes  aware that the final
distribution with respect to any Class of Certificates is expected to be made on
the  succeeding  Distribution  Date,  mail  to each  Holder  of  such  Class  of
Certificates  and to the  Rating  Agencies,  on such day a notice to the  effect
that:

               (i) the Certificate  Administrator reasonably expects, based upon
information  previously provided to it, that the final distribution with respect
to such Class of Certificates will be made on such  Distribution  Date, but only
upon  presentation  and  surrender  of such  Certificates  at the  office of the
Certificate Administrator therein specified; and

               (ii)  if such  final  distribution  is made on such  Distribution
Date,  no  interest  shall  accrue  on such  Certificates  from and  after  such
Distribution Date;

provided,  however,  that the Class R-I, Class R-II and Class R-III Certificates
shall remain outstanding until there is no other Class of Certificates,  REMIC I
Regular Interests or REMIC II Regular Interests outstanding.

     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 Distribution Date, be set aside and
held in  trust  for the  benefit  of the  appropriate  non-tendering  Holder  or
Holders.  If any Certificates as to which notice has been given pursuant to this
Section  4.8(b)  shall not have been  surrendered  for  cancellation  within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates for cancellation in order to receive from such funds held the final
distribution with respect thereto.  If, within one year after the second notice,
any of such Certificates  shall not have been surrendered for cancellation,  the
Certificate  Administrator  may,  directly or through an agent, take appropriate
steps to  contact  the  remaining  non-tendering  Certificateholders  concerning
surrender  of their  Certificates.  The costs and expenses of  maintaining  such
funds in trust and of contacting  such  Certificateholders  shall be paid out of
such funds. If, within two years after the second notice,  any such Certificates
shall not have been surrendered for cancellation,  the Paying Agent shall pay to
the Class R-III  Certificateholders all amounts otherwise  distributable to such
non-tendering   Holders.   No  interest  shall  accrue  or  be  payable  to  any
Certificateholder  on any amount held in trust  hereunder or by the  Certificate
Administrator as a result of such  Certificateholder's  failure to surrender its
Certificate(s) for final payment thereof in accordance with this Section 4.8(b).
Any such amounts transferred to the Certificate Administrator may be invested in
Permitted  Investments  and all income and gain realized from investment of such
funds shall be for the benefit of the  Certificate  Administrator.  In the event
the Trustee or the Certificate  Administrator is permitted or required to invest
any amounts in  Permitted  Investments  under this  Agreement,  whether in their
respective capacities as Certificate  Administrator or successor master servicer
or in the event of the  Trustee's  assumption  of the duties of, or becoming the
successor  to,  the  Master  Servicer  in  accordance  with  the  terms  of this
Agreement, each shall invest such amounts in the following Permitted Investments
and  priority,  in each  case  only  for so long as any  such  investment  shall
continue to be a Permitted  Investment:  (1) Permitted  Investments under clause
(v) of the  definition  of  Permitted  Investments,  and (2) if (1) above is not
available, Permitted Investments

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under clause (i) of the definition of Permitted Investments.  The Trustee or the
Certificate  Administrator,  as  applicable,  shall deposit into the  applicable
account  funds  in the  amount  of any  loss  incurred  in  respect  of any such
Permitted Investment immediately upon realization of such loss.

          Section 4.9. Compliance with Withholding Requirements.

     Notwithstanding  any other  provision of this  Agreement,  the Paying Agent
shall comply with all federal withholding  requirements with respect to payments
to  Certificateholders  of interest or original  issue  discount that the Paying
Agent  reasonably  believes  are  applicable  under the  Code.  The  consent  of
Certificateholders  shall not be required for any such  withholding.  The Paying
Agent agrees that it will not  withhold  with respect to payments of interest or
original  issue discount in the case of a  Certificateholder  that is a non-U.S.
Person that has furnished or caused to be furnished (i) an effective Form W-8 or
Form  W-9 or an  acceptable  substitute  form or a  successor  form  and who has
informed the Certificate  Administrator  in writing that it is not a "10-percent
shareholder"  within the meaning of Code Section  871(h)(3)(B)  or a "controlled
foreign corporation"  described in Code Section 881(c)(3)(C) with respect to the
Trust Fund or the  Depositor,  or (ii) an effective  Form 4224 or an  acceptable
substitute  form or a successor form. In the event the Paying Agent or its agent
withholds  any amount  from  interest  or original  issue  discount  payments or
advances  thereof  to any  Certificateholder  pursuant  to  federal  withholding
requirements,  the Paying  Agent  shall  indicate  the amount  withheld  to such
Certificateholder.  Any  amount so  withheld  shall be  treated  as having  been
distributed to such Certificateholder for all purposes of this Agreement.

                                   ARTICLE V.

                                THE CERTIFICATES

Section 5.1.   The Certificates.

     The  Certificates  consist  of the  Class A-1  Certificates,  the Class A-2
Certificates,  the Class X-1 Certificates,  Class X-2 Certificates,  the Class X
Certificates,  the Class B Certificates,  the Class C-1 Certificates,  the Class
C-2 Certificates,  the Class C-2X  Certificates,  the Class D Certificates,  the
Class E Certificates,  the Class F Certificates,  the Class G Certificates,  the
Class H Certificates,  the Class J Certificates,  the Class K Certificates,  the
Class L Certificates,  the Class M Certificates,  the Class N Certificates,  the
Class O Certificates,  the Class V Certificates, the Class R-I Certificates, the
Class R-II Certificates and the Class R-III Certificates.

     The Certificates shall be substantially in the form of Exhibits A-1 through
A-6. The Certificates of each Class will be issuable in definitive physical form
only, registered in the name of the holders thereof; provided,  however, that in
accordance  with  Section 5.3  beneficial  ownership  interests in the REMIC III
Regular  Certificates shall initially be represented by Book-Entry  Certificates
held  and  transferred  through  the  book-entry  facilities  of the  Securities
Depository.  The  Class A  Certificates  shall be in  minimum  denominations  of
$25,000 and

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<PAGE>

multiples  of $1 in  excess  thereof.  The  Class B,  Class  C-1 and  Class  C-2
Certificates shall be in minimum denominations of $50,000 and multiples of $1 in
excess thereof.  The Class D, Class E, Class F, Class G, Class H, Class J, Class
K,  Class L,  Class M,  Class N and  Class O  Certificates  shall be in  minimum
denominations  of $100,000 and multiples of $1 in excess  thereof.  The Interest
Only Certificates shall be in minimum  denominations of $1,000,000 and multiples
of $1 in excess  thereof.  The Class V,  Class R-I,  Class R-II and Class  R-III
Certificates  shall be in minimum  denominations of 5% Percentage  Interests and
integral  multiples  of 1%  Percentage  Interest in excess  thereof and together
aggregating the entire 100% Percentage Interest in each such Class.

     Any  of  the  Certificates  may  be  issued  with  appropriate  insertions,
omissions,  substitutions  and  variations,  and may have imprinted or otherwise
reproduced thereon such legend or legends,  not inconsistent with the provisions
of this  Agreement,  as may be  required to comply with any law or with rules or
regulations  pursuant  thereto,  or with the rules of any  securities  market in
which the Certificates are admitted to trading, or to conform to general usage.

     Each Certificate may be printed or in typewritten or similar form, and each
Certificate   shall,  upon  original  issue,  be  executed  by  the  Certificate
Administrator  and  authenticated  by  the  Certificate   Administrator  or  the
Authenticating Agent and delivered to (or upon the order of) the Depositor.  All
Certificates shall be executed by manual or facsimile signature on behalf of the
Certificate  Administrator by an authorized  officer or signatory.  Certificates
bearing the signature of an individual who was at any time the proper officer or
signatory  of  the   Certificate   Administrator   shall  bind  the  Certificate
Administrator,  notwithstanding  that such  individual  has  ceased to hold such
office or position  prior to the delivery of such  Certificates  or did not hold
such office or position at the date of such  Certificates.  No Certificate shall
be entitled to any benefit  under this  Agreement,  or be valid for any purpose,
unless there appears on such Certificate a certificate of  authentication in the
form  set  forth  in  Exhibits  A-1  through  A-6  executed  by the  Certificate
Administrator  or  the  Authenticating  Agent  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 5.2. Registration, 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 Certificate  Administrator 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  Administrator  may appoint,  by a written
instrument  delivered  to the other  parties  hereto,  any  other  bank or trust
company to act as Certificate Registrar under such conditions as the Certificate
Administrator may prescribe,  provided that the Certificate  Administrator shall
not  be

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relieved  of any of its  duties or  responsibilities  hereunder  as  Certificate
Registrar  by  reason  of such  appointment.  If the  Certificate  Administrator
resigns  or is  removed  in  accordance  with the terms  hereof,  the  successor
Certificate  Administrator shall immediately succeed to its predecessor's duties
as  Certificate  Registrar.  The  Depositor,  the Master  Servicer,  the Special
Servicer,  the  Trustee  and any  agent of any of them  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.  The names and
addresses  of  all  Certificateholders  and  the  names  and  addresses  of  the
transferees of any Certificates shall be registered in the Certificate Register.
A Definitive Certificate is transferable or exchangeable only upon the surrender
of such Certificate to the Certificate Registrar at its offices together with an
assignment  and  transfer  (executed  by  the  Holder  or  his  duly  authorized
attorney),  subject to the requirements of this Section 5.2. Upon request of the
Certificate   Administrator,   the  Certificate   Registrar  shall  provide  the
Certificate  Administrator with the names, addresses and Percentage Interests of
the Holders.

          (b) Upon  surrender  for  registration  of transfer of any  Definitive
Certificate,  subject to the  requirements  of this Section 5.2, the Certificate
Administrator   shall  execute  and  the   Certificate   Administrator   or  the
Authenticating  Agent  shall  duly  authenticate  in the name of the  designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations  of a like  aggregate  Certificate  Balance,  Notional  Amount  or
Percentage  Interest.  Such  Certificates  shall be delivered by the Certificate
Registrar in accordance with this Section 5.2. Each Certificate  surrendered for
registration  of transfer or exchange  shall be  cancelled  and the  Certificate
Registrar  shall dispose of the cancelled  Certificates  in accordance  with its
standard  procedures.  Each new Certificate  issued pursuant to this Section 5.2
shall be  registered  in the name of any Person as the  transferring  Holder may
request, subject to the provisions of this Section 5.2.

          (c) Subject to the  restrictions on transfer and exchange set forth in
this  Section  5.2,  the  Holder of one or more  Certificates  may  transfer  or
exchange  the same in whole or in part  (with a  Certificate  Balance,  Notional
Amount  or  Percentage  Interest  equal  to  any  authorized   denomination)  by
surrendering  such Certificate at the office of the Certificate  Registrar or at
the office of any transfer  agent  appointed as provided  under this  Agreement,
together with an instrument of assignment  and transfer  (executed by the Holder
or its duly authorized attorney), in the case of transfer, and a written request
for exchange in the case of exchange.  Subject to the  restrictions  on transfer
set forth in this  Section  5.2,  following  a proper  request  for  transfer or
exchange, the Certificate Registrar shall, within a reasonable time period after
such request,  execute and deliver at the office of the Certificate Registrar or
at the office of such transfer  agent, as the case may be, to the transferee (in
the case of  transfer)  or the Holder (in the case of exchange) or send by first
class mail (at the risk of the  transferee in the case of transfer or the Holder
in the case of  exchange) to such address as the  transferee  or the Holder,  as
applicable,  may request, a Definitive Certificate or Certificates,  as the case
may  require,  for a like  aggregate  Certificate  Balance,  Notional  Amount or
Percentage Interest and in such authorized  denomination or denominations as may
be  requested.  The  presentation  for  transfer or  exchange of any  Definitive
Certificate  shall not be valid  unless  made at the  office of the  Certificate
Registrar  or at the  office of a  transfer  agent by the  registered  Holder in
person, or by a duly authorized attorney-in-fact.  The Certificate Registrar may
decline to accept any request for an

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exchange or registration of transfer of any Certificate  during the period of 15
days preceding any Distribution Date.

          (d) No fee or  service  charge  shall be  imposed  by the  Certificate
Registrar  for its  services  in  respect of any  registration  of  transfer  or
exchange   referred  to  in  this  Section  5.2  other  than  for  transfers  of
Non-Registered  Certificates to Institutional  Accredited Investors, as provided
herein.  In connection  with any transfer of  Non-Registered  Certificates to an
Institutional Accredited Investor, the transferor shall reimburse the Trust Fund
for any  costs  (including  the cost of the  Certificate  Registrar's  counsel's
review of the documents and any legal  opinions  submitted by the  transferor or
transferee  to the  Certificate  Registrar as provided  herein)  incurred by the
Certificate  Registrar  in  connection  with  such  transfer.   The  Certificate
Registrar may require  payment by each  transferor of a sum  sufficient to cover
any tax,  expense or other  governmental  charge payable in connection  with any
such transfer.

          (e) The exchange,  transfer and registration of transfer of Definitive
Certificates that are  Non-Registered  Certificates may only be made to Eligible
Investors and shall be subject to the following restrictions (in addition to the
other  provisions  of this  Section  5.2).  No transfer,  sale,  pledge or other
disposition of any Non-Registered  Certificate or interest therein shall be made
unless  such  transfer,  sale,  pledge or other  disposition  is exempt from the
registration  and/or  qualification   requirements  of  the  1933  Act  and  any
applicable  state  securities  laws, or is otherwise made in accordance with the
1933 Act and such state  securities  laws.  If a transfer of any  Non-Registered
Certificate held as a Definitive  Certificate is to be made without registration
under the 1933 Act (other than in  connection  with the initial  issuance of the
Certificates or a transfer of such  Non-Registered  Certificate by the Depositor
or one of its  Affiliates),  then the  Certificate  Registrar  shall  refuse  to
register such transfer  unless it receives (and upon receipt,  may  conclusively
rely upon) either:  (i) a  certificate  from the  Certificateholder  desiring to
effect such  transfer  substantially  in the form attached as Exhibit D-1 hereto
and  a  certificate  from  such   Certificateholder's   prospective   Transferee
substantially  in the form  attached  hereto either as Exhibit D-2A (QIBs) or as
Exhibit D-2B (Institutional Accredited Investors); or (ii) an Opinion of Counsel
satisfactory to the Certificate Registrar to the effect that such transfer shall
be made  without  registration  under the 1933 Act,  together  with the  written
certification(s)   as  to  the  facts   surrounding   such   transfer  from  the
Certificateholder    desiring    to   effect   such    transfer    and/or   such
Certificateholder's  prospective  Transferee on which such Opinion of Counsel is
based  (such  Opinion of Counsel  shall not be an expense of the Trust or of the
Depositor,  the Master  Servicer,  the Special  Servicer,  the Paying Agent, the
Trustee,  the Certificate  Administrator  or the Certificate  Registrar in their
respective   capacities   as  such).   If  a  transfer  of  any  interest  in  a
Non-Registered  Certificate that  constitutes a Book-Entry  Certificate is to be
made without  registration under the 1933 Act (other than in connection with the
initial  issuance  of the  Certificates  or a transfer  of any  interest in such
Non-Registered Certificate by the Depositor or any of its Affiliates),  then the
Certificate  Owner  desiring to effect such transfer shall be required to obtain
either (i) a certificate from such Certificate  Owner's  prospective  Transferee
substantially  in the form  attached  hereto either as Exhibit D-3A (QIBs) or as
Exhibit D-3B (Institutional Accredited Investors), or (ii) an Opinion of Counsel
to the effect that such transfer may be made without registration under the 1933
Act.

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     In the event the  Certificate  Registrar  shall determine that a Definitive
Certificate,  or  beneficial  interest in a  Book-Entry  Certificate,  that is a
Non-Registered  Certificate (other than the Residual Certificates) is being held
by or for the benefit of a Person who is not an Eligible Investor,  or that such
holding  is  unlawful  under  the  laws of a  relevant  jurisdiction,  then  the
Certificate  Registrar  shall  void  such  transfer  or,  if such  action is not
permitted under applicable law,  require,  to the extent permitted by applicable
law, the non-Eligible Investor to sell such Definitive Certificate or beneficial
interest in such Book-Entry  Certificate to an Eligible  Investor within 14 days
after notice of such  determination and each Certificate Owner by its acceptance
of a Certificate  authorizes the  Certificate  Registrar to take such action and
agrees to reimburse  the  Certificate  Administrator  for any costs and expenses
incurred by the Certificate  Administrator  in enforcing this provision.  In the
event that the  Certificate  Administrator  is unable to  recover  its costs and
expenses from such  Certificate  Owner,  the  Certificate  Administrator  may be
reimbursed  for such  expenses  from  the  Trust  Fund.  At the  request  of the
Certificate   Administrator,   the  Depositor   shall  assist  the   Certificate
Administrator  in requiring any such sale. The  Certificate  Registrar  shall be
under no duty to  investigate  to  determine if such  transferee  is an Eligible
Investor.

     None of the Depositor, any Fiscal Agent, the Paying Agent, the Trustee, the
Certificate  Administrator,  the Master  Servicer,  the Special  Servicer or the
Certificate  Registrar  is  obligated  to  register  or  qualify  any  Class  of
Non-Registered Certificates under the 1933 Act or any other securities law or to
take any action  not  otherwise  required  under  this  Agreement  to permit the
transfer  of  any  Certificate  without   registration  or  qualification.   Any
Certificateholder  or  Certificate  Owner  desiring  to  effect  a  transfer  of
Non-Registered  Certificates or interests  therein shall,  and does hereby agree
to,  indemnify the Depositor,  each  Placement  Agent,  the Trustee,  any Fiscal
Agent, the Certificate Administrator, the Master Servicer, the Special Servicer,
the Paying Agent and the Certificate  Registrar  against any loss,  liability or
expense that may result if the transfer is not exempt from such  registration or
qualification  or is not made in accordance  with such federal and state laws or
is not made in accordance with this Section 5.2.

          (f) No transfer of a Certificate or any interest therein shall be made
(A) to any  retirement  plan or  other  employee  benefit  plan or  arrangement,
including  individual  retirement  accounts  and  annuities,   Keogh  plans  and
collective  investment funds and separate accounts in which such plans, accounts
or arrangements are invested,  including, without limitation,  insurance company
general  accounts,  that is  subject to ERISA,  Section  4975 of the Code or any
applicable  provision of federal,  state or local law ("Similar Law") materially
similar to the foregoing  provisions of ERISA and 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,  if the  purchase and holding of such  Certificate  or
interest  therein by the prospective  Transferee  would result in a violation of
Section  406 of  ERISA  or  Section  4975 of the  Code or  would  result  in the
imposition  of an excise tax under  Section 4975 of the Code. No interest in any
of the  Certificates  may be purchased  by a Plan that is sponsored  (within the
meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor,  any Fiscal
Agent, the Certificate Administrator,  the Sellers, any Exemption-Favored Party,
the Master Servicer, the Special Servicer, any Sub-Servicer or any Borrower with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal  balance of

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the Mortgage Loans determined on the Closing Date, or by any Affiliate of any of
the foregoing  Persons.  Any transfer of a Certificate  that would  violate,  or
result in a  prohibited  transaction  under,  ERISA or Section  4975 of the Code
shall be deemed absolutely null and void ab initio.

     Except  in  connection  with the  initial  issuance  of the  Non-Registered
Certificates  or any transfer of a  Non-Registered  Certificate  or any interest
therein  by the  Depositor,  the  Placement  Agents  or any of their  respective
Affiliates  or,  in the  case of a Class  of  Book-Entry  Certificates  that are
Non-Registered  Certificates,  any  transfer  thereof to a successor  Securities
Depository or to the  applicable  Certificate  Owner in accordance  with Section
5.3,  the  Certificate  Registrar  shall  refuse to register  the  transfer of a
Definitive  Certificate  that  is a  Non-Registered  Certificate  unless  it has
received from the prospective Transferee, and any Certificate Owner transferring
an interest in a Book-Entry  Certificate  that is a  Non-Registered  Certificate
shall be  required  to obtain  from its  prospective  Transferee,  either  (i) a
certification to the effect that such  prospective  Transferee is not a Plan and
is not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named  fiduciary  of, as trustee of, or with assets of a Plan;  or
(ii) a  certification  to the effect that the purchase and continued  holding of
such Certificate or interest  therein by such  prospective  Transferee is exempt
from the prohibited transaction provisions of Sections 406(a) and (b) and 407 of
ERISA and the excise taxes imposed on such  prohibited  transactions by Sections
4975(a) and (b) of the Code, under Sections I and III of Prohibited  Transaction
Class Exemption 95-60; or (iii) in the case of a  Non-Registered  Certificate or
interest therein that is being acquired by or on behalf of a Plan in reliance on
Prohibited  Transaction  Exemption  90-24 and/or 90-08, a  certification  to the
effect that such Plan (X) is an accredited investor as defined in Rule 501(a)(l)
of  Regulation  D of the 1933 Act, (Y) is not  sponsored  (within the meaning of
Section  3(16)(B) of ERISA) by the Trustee,  any Fiscal Agent,  the  Certificate
Administrator,  the  Depositor,  any Seller,  the Master  Servicer,  the Special
Servicer,  any  Sub-Servicer,  any Exemption  Favored Party or any Borrower with
respect to Mortgage Loans constituting more than 5% of the aggregate unamortized
principal  balance of all the Mortgage Loans  determined as of the Closing Date,
or by any Affiliate of such Person, and (Z) agrees that it will obtain from each
of its Transferees that are Plans a written representation that such Transferee,
if a Plan  satisfied  the  requirements  of the  immediately  preceding  clauses
(iii)(X) and (iii)(Y),  together with a written  agreement that such  Transferee
will  obtain  from each of its  Transferees  that are  Plans a  similar  written
representation  regarding  satisfaction  of the  requirements of the immediately
preceding clauses (iii)(X) and (iii)(Y); or (iv) a certification of facts and an
Opinion of  Counsel  (which  Opinion  of Counsel  shall not be an expense of the
Certificate  Administrator,  the  Certificate  Registrar  or  the  Trust)  which
otherwise   establish  to  the  reasonable   satisfaction   of  the  Certificate
Administrator or such Certificate  Owner, as the case may be, that such transfer
will not result in a violation  of Section  406 of ERISA or Section  4975 of the
Code or result in the  imposition  of an excise  tax under  Section  4975 of the
Code. It is hereby acknowledged that the forms of certification  attached hereto
as Exhibit D-2A (in the case of transfers of Definitive  Certificates  to QIBs),
Exhibit  D-2B  (in  the  case  of  transfers  of  Definitive   Certificates   to
Institutional  Accredited Investors),  Exhibit D-3A (in the case of transfers of
ownership interests in Book-Entry Certificates to QIBs) and Exhibit D-3B (in the
case  of  transfers  of  ownership  interests  in  Book-Entry   Certificates  to
Institutional Accredited Investors) are acceptable for purposes of the preceding
sentence.

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     If any  Transferee  of an  ERISA  Restricted  Certificate  or any  interest
therein  does not,  in  connection  with the  subject  transfer,  deliver to the
Certificate  Registrar  (in  the  case  of  a  Definitive  Certificate)  or  the
Transferor (in the case of ownership interests in a Book-Entry  Certificate) any
certification  and/or Opinion of Counsel  contemplated  by the second  preceding
sentence, then such Transferee shall be deemed to have represented and warranted
that either: (i) such Transferee is not a Plan and is not directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan; or (ii) the purchase and holding of
such  Certificate  or  interest  therein by such  Transferee  is exempt from the
prohibited  transaction  provisions of Sections  406(a) and (b) and 407 of ERISA
and the excise taxes imposed on such prohibited transactions by Sections 4975(a)
and (b) of the Code.

          (g) Each Person who has or acquires any Ownership  Interest in a Class
R-I, Class R-II or a Class R-III  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  Certificate
Administrator under clause (vi) below to deliver payments to a Person other than
such Person and to have  irrevocably  authorized the  Certificate  Administrator
under clause (vi) below to negotiate the terms of any mandatory  disposition and
to execute all  instruments of Transfer and to do all other things  necessary in
connection with any such  disposition.  The rights of each Person  acquiring any
Ownership Interest in a Class R-I Certificate, Class R-II Certificate or a Class
R-III Certificate are expressly subject to the following provisions:

               (i) Each Person acquiring or holding any Ownership  Interest in a
Class R-I Certificate,  Class R-II Certificate or Class R-III  Certificate shall
be a Permitted  Transferee and shall not acquire or hold such Ownership Interest
as agent  (including as a broker,  nominee or other  middleman) on behalf of any
Person that is not a Permitted Transferee. Any such Person shall promptly notify
the  Certificate  Registrar of any change or impending  change in its status (or
the status of the beneficial  owner of such  Ownership  Interest) as a Permitted
Transferee.  Any  acquisition  described  in the first  sentence of this Section
5.2(g)(i)  by a Person who is not a Permitted  Transferee  or by a Person who is
acting as an agent of a Person who is not a Permitted  Transferee  shall be void
and of no  effect,  and the  immediately  preceding  owner  who was a  Permitted
Transferee  shall be restored to  registered  and  beneficial  ownership  of the
Ownership Interest as fully as possible.

               (ii) No Ownership  Interest in a Class R-I, Class R-II or a Class
R-III  Certificate may be transferred,  and no such Transfer shall be registered
in the Certificate Register,  without the consent of the Certificate  Registrar,
and the Certificate Registrar shall not recognize a proposed Transfer,  and such
proposed  Transfer  shall not be  effective,  without  such consent with respect
thereto. In connection with any proposed Transfer of any Ownership Interest in a
Class R-I, Class R-II or a Class R-III  Certificate,  the Certificate  Registrar
shall,  as a condition to such consent,  (x) require  delivery to it in form and
substance  satisfactory to it, and the proposed  transferee shall deliver to the
Certificate   Registrar  and  to  the  proposed  transferor,   an  affidavit  in
substantially  the form attached as Exhibit C-1 (a "Transferee  Affidavit")  (A)
that such proposed transferee is a Permitted Transferee and (B) stating that (I)
the proposed  transferee  historically  has paid its debts as they have come due
and intends to do so in the future,  (II) the

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proposed transferee  understands that, as the holder of an Ownership Interest in
a Class R-I,  Class R-II or a Class R-III  Certificate,  as  applicable,  it may
incur  liabilities in excess of cash flows  generated by the residual  interest,
(III) the proposed  transferee  intends to pay taxes associated with holding the
Ownership  Interest as they become due,  (IV) the proposed  transferee  will not
transfer the Ownership Interest to any Person that does not provide a Transferee
Affidavit or as to which the proposed  transferee has actual knowledge that such
Person is not a Permitted  Transferee  or is acting as an agent  (including as a
broker,  nominee  or  other  middleman)  for a  Person  that is not a  Permitted
Transferee,  and (V) the proposed transferee expressly agrees to be bound by and
to  abide  by the  provisions  of this  Section  5.2(g)  and (y)  other  than in
connection  with the  initial  issuance  of the Class R-I,  Class R-II and Class
R-III   Certificates,   require  a  statement   from  the  proposed   transferor
substantially  in the form  attached as Exhibit C-2 (the  "Transferor  Letter"),
that  the  proposed  transferor  has  no  actual  knowledge  that  the  proposed
transferee is not a Permitted  Transferee and has no actual  knowledge or reason
to know that the  proposed  transferee's  statements  in the  preceding  clauses
(x)(B)(I) or (III) are false. Furthermore, no transfer of any Ownership Interest
in a  Noneconomic  Residual  Interest  shall be made  unless  either (1) (A) the
transferor conducts, at the time of the transfer, a reasonable  investigation of
the  financial  condition  of the  proposed  transferee  and, as a result of the
investigation,  the  transferor  determines  that the  proposed  transferee  had
historically  paid its debts as they came due and found no significant  evidence
that the proposed transferee will not continue to pay its debts as they come due
in the future and (B) the  transferor  determines  that the present value of the
anticipated  tax liabilities  associated  with holding the Noneconomic  Residual
Interest does not exceed the sum of (x) the present  value of any  consideration
given to the proposed  transferee to acquire the Noneconomic  Residual Interest,
(y) the present value of the expected  future  distributions  on the Noneconomic
Residual  Interest  and (z) the  present  value of the  anticipated  tax savings
associated with holding the Noneconomic  Residual Interest as the REMIC to which
the Ownership  Interest relates generates losses or (2) the proposed  transferee
provides the transferor with a certification  of facts and an Opinion of Counsel
which  establishes to the satisfaction of the transferor that such transfer will
not be disregarded for tax purposes.  Notwithstanding the foregoing, if Proposed
Treasury  Regulation  Section  1.860E-1(c)(4)  is  superceded  by changes in the
federal  income tax law, the foregoing  conditions  shall be deemed  modified in
accordance with such changes in the federal income tax law.

               (iii) Notwithstanding the delivery of a Transferee Affidavit by a
proposed  Transferee under Section  5.2(g)(ii),  if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed Transferee is not a
Permitted  Transferee  or is not a  United  States  Person,  no  Transfer  of an
Ownership Interest in a Residual  Certificate to such proposed  Transferee shall
be effected.

               (iv) Each Person holding or acquiring an Ownership  Interest in a
Residual  Certificate shall agree (1) to require a Transferee Affidavit from any
prospective  Transferee  to whom such Person  attempts to transfer its Ownership
Interest in such  Residual  Certificate  and (2) not to transfer  its  Ownership
Interest in such  Residual  Certificate  unless it  provides to the  Certificate
Registrar a certificate substantially in the form attached hereto as Exhibit 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.

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

               (vi) If any  purported  Transferee  shall  become a  Holder  of a
Residual  Certificate  in violation of the  provisions of this Section 5.2, then
the last preceding  Holder of such Residual  Certificate  that was in compliance
with the  provisions  of this  Section  5.2  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
Depositor, the Certificate Administrator 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 5.2 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.

               (vii) Upon notice to the Certificate Registrar that (A) there has
occurred a Transfer  to any Person  that is a  Disqualified  Organization  or an
agent thereof  (including a broker,  nominee,  or middleman) in contravention of
the  foregoing  restrictions,  or (B) as a result  of any  regulated  investment
company,  real estate investment trust, common trust fund,  partnership,  trust,
estate or  organization  described  in  Sections  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, and in any event not
later than 60 days after a request for  information  from the transferor of such
Ownership Interest in a Class R-I, Class R-II or a Class R-III  Certificate,  or
such agent thereof, the Certificate Registrar and the Certificate  Administrator
agree to furnish to the IRS and the  transferor  of such  Ownership  Interest or
such agent  thereof such  information  necessary to the  application  of Section
860E(e) of the Code as may be required by the Code,  including,  but not limited
to, the present value of the total anticipated excess inclusions with respect to
such Class R-I, Class R-II or Class R-III  Certificate (or portion  thereof) for
periods after such Transfer.  At the election of the  Certificate  Registrar and
the Certificate  Administrator,  the  Certificate  Registrar and the Certificate
Administrator  may charge a reasonable  fee for  computing and  furnishing  such
information  to the  transferor  or to such  agent  thereof  referred  to above;
provided,  however,  that  such  Persons  shall  in no  event  be  excused  from
furnishing such information.

               (viii) The  provisions of this Section  5.2(g) set forth prior to
this clause (viii) may be modified, added to or eliminated,  provided that there
shall have been delivered to the Certificate Administrator the following:

                    (A) Rating Agency Confirmation shall have been obtained from
each  Rating  Agency  with  respect  to  the  modification  of,  addition  to or
elimination of such provisions; and

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                    (B)  an  Opinion   of   Counsel,   in  form  and   substance
satisfactory  to the Certificate  Administrator,  obtained at the expense of the
party  seeking  such  modification  of,  addition  to  or  elimination  of  such
provisions (but in no event at the expense of the Certificate  Administrator  or
the Trust  Fund),  to the effect that doing so will not (1) cause any REMIC Pool
to cease to qualify as a REMIC or 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 (2) 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 that is not a Permitted Transferee.

          (h) The Trust has not been  registered as an investment  company under
the Investment Company Act of 1940, as amended.  Accordingly, no transfer of any
Class H, Class J, Class K, Class L, Class M, Class N or Class O  Certificate  or
interest  therein  shall  be  made to any  Person  other  than an  Institutional
Accredited Investor or a Qualified  Institutional  Buyer, and no transfer of any
Class V Certificate or Class R-I, Class R-II or Class R-III Certificate shall be
made to any Person other than a Qualified  Institutional Buyer. The restrictions
on transfer in Section  5.2(e)  have been  imposed in part to assure  compliance
with the foregoing.

          (i)  If  a  Person  is  acquiring  any   Non-Registered   Certificate,
Subordinated Certificate or Residual Certificate as a fiduciary or agent for one
or more  accounts,  such Person shall be required to deliver to the  Certificate
Registrar a certification, upon which the Certificate Register may rely (subject
to the  requirements  of Section  8.1(b)),  to the  effect  that it has (i) sole
investment  discretion  with respect to each such account and (ii) full power to
make the  applicable  foregoing  acknowledgments,  representations,  warranties,
certifications  and/or agreements with respect to each such account as set forth
in this Section 5.2.

          Section 5.3. Book-Entry Certificates.

          (a) Each Class of REMIC III Regular  Certificates  shall  initially be
issued  as one or more  Book-Entry  Certificates  registered  in the name of the
Securities  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  Securities  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  Interest in and to such  Certificates  through the
book-entry  facilities of the Securities  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.
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  Securities   Depository   Participant  or  brokerage  firm
representing each such Certificate Owner. Each Securities Depository 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 Securities Depository's normal procedures.  Neither
the  Certificate  Registrar  nor the  Certificate  Administrator  shall have any
responsibility  to monitor or restrict the  transfer of  Ownership  Interests in
Book-Entry  Certificates  through the  book-entry  facilities of the  Securities
Depository.

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          (b) The Trustee, the Master Servicer, the Special Servicer, any Fiscal
Agent, the Certificate  Administrator and the Certificate  Registrar may for all
purposes,  including the making of payments due on the Book-Entry  Certificates,
deal with the  Securities  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
Securities  Depository   Participants  and  brokerage  firms  representing  such
Certificate  Owners.  Multiple  requests and directions  from, and votes of, the
Securities  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  Certificate  Administrator  may
establish a reasonable record date in connection with  solicitations of consents
from or voting by  Certificateholders  and shall give  notice to the  Securities
Depository of such record date.

          (c) If (i)(A) the Depositor advises the Certificate  Administrator and
the Certificate Registrar in writing that the Securities Depository is no longer
willing or able to properly discharge its  responsibilities  with respect to any
Class of the Book-Entry Certificates,  and (B) the Depositor is unable to locate
a  qualified  successor,  or  (ii)  the  Depositor  at its  option  advises  the
Certificate  Administrator  and the  Certificate  Registrar  in writing  that it
elects to terminate the book-entry system through the Securities Depository with
respect to any Class of the Book-Entry  Certificates,  the Certificate Registrar
shall notify all affected Certificate Owners, through the Securities Depository,
of the  occurrence  of any such  event  and of the  availability  of  Definitive
Certificates to such Certificate  Owners  requesting the same. Upon surrender to
the  Certificate  Registrar of any Class of the Book-Entry  Certificates  by the
Securities  Depository,   accompanied  by  registration  instructions  from  the
Securities   Depository   for   registration   of  transfer,   the   Certificate
Administrator  shall execute,  and the Certificate  Registrar shall authenticate
and deliver, the Definitive Certificates to the Certificate Owners identified in
such  instructions.  None of the  Depositor,  the Master  Servicer,  the Special
Servicer,  the Trustee,  any Fiscal Agent, the Certificate  Administrator or the
Certificate  Registrar  shall  be  liable  for any  delay  in  delivery  of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions.  Upon the issuance of Definitive Certificates for purposes of
evidencing  ownership  of any Class of the REMIC III Regular  Certificates,  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.

          (d) Upon acceptance for exchange or transfer of a beneficial  interest
in a Book-Entry  Certificate for a Definitive  Certificate,  as provided herein,
the  Certificate  Registrar  shall endorse on a schedule  affixed to the related
Book-Entry  Certificate (or on a continuation  of such schedule  affixed to such
Book-Entry  Certificate  and  made  a  part  thereof)  an  appropriate  notation
evidencing  the  date  of  such  exchange  or  transfer  and a  decrease  in the
Denomination of such Book-Entry  Certificate  equal to the  Denomination of such
Definitive Certificate issued in exchange therefor or upon transfer thereof.

          (e) If a Holder  of a  Definitive  Certificate  wishes  at any time to
transfer such Certificate to a Person who wishes to take delivery thereof in the
form of a beneficial interest in

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the  Book-Entry  Certificate,  such  transfer may be effected only in accordance
with the  rules of the  Securities  Depository  and this  Section  5.3(e).  Upon
receipt  by  the  Certificate  Registrar  at the  Registrar  Office  of (i)  the
Definitive  Certificate  to be  transferred  with  an  assignment  and  transfer
pursuant to this Section 5.3(e),  (ii) written  instructions given in accordance
with the rules of the Securities  Depository directing the Certificate Registrar
to credit or cause to be credited to another  account a  beneficial  interest in
the related  Book-Entry  Certificate,  in an amount equal to the denomination of
the Definitive Certificate to be so transferred, and (iii) a written order given
in accordance with the rules of the Securities Depository containing information
regarding  the  account  to be  credited  with  such  beneficial  interest,  the
Certificate  Registrar  shall cancel such  Definitive  Certificate,  execute and
deliver a new  Definitive  Certificate  for the  denomination  of the Definitive
Certificate  not so  transferred,  registered  in the name of the  Holder or the
Holder's transferee (as instructed by the Holder), and the Certificate Registrar
shall  instruct  the  Securities   Depository  or  the  custodian  holding  such
Book-Entry  Certificate on behalf of the  Securities  Depository to increase the
denomination of the related  Book-Entry  Certificate by the  denomination of the
Definitive  Certificate  to be so  transferred,  and to  credit  or  cause to be
credited  to  the  account  of the  Person  specified  in  such  instructions  a
corresponding denomination of such Book-Entry Certificate.

          Section 5.4. 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 Certificate Registrar such security or indemnity as may be required by it
to save it, the Trustee, any Fiscal Agent, the Special Servicer, the Certificate
Administrator and the Master Servicer  harmless,  then, in the absence of actual
knowledge  by a  Responsible  Officer  of the  Certificate  Registrar  that such
Certificate  has  been  acquired  by a  bona  fide  purchaser,  the  Certificate
Administrator   shall  execute  and  the   Certificate   Administrator   or  the
Authenticating  Agent shall  authenticate  and the  Certificate  Registrar shall
deliver,  in exchange for or in lieu of any such mutilated,  destroyed,  lost or
stolen  Certificate,  a new  Certificate of the same Class and of like tenor and
Percentage Interest. Upon the issuance of any new Certificate under this Section
5.4, the  Certificate  Registrar may require the payment of a sum  sufficient to
cover any tax or other  governmental  charge  that may be  imposed  in  relation
thereto  and  any  other  expenses  (including  the  fees  and  expenses  of the
Certificate Registrar) connected therewith.  Any replacement  Certificate issued
pursuant to this Section 5.4 shall constitute complete and indefeasible evidence
of ownership of the  corresponding  interest in the Trust Fund, as if originally
issued,  whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

          Section 5.5. Appointment of Paying Agent.

     The Certificate Administrator may appoint a Paying Agent for the purpose of
making  distributions  to   Certificateholders   pursuant  to  Article  IV.  The
Certificate  Administrator  shall  cause such  Paying  Agent,  if other than the
Certificate  Administrator,  the Trustee or the Master Servicer,  to execute and
deliver to the Master Servicer, the Certificate Administrator and the Trustee an
instrument in which such Paying Agent shall agree with the Master Servicer,  the

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Certificate  Administrator  and the Trustee that such Paying Agent will hold all
sums held by it for  payment to  Certificateholders  in trust for the benefit of
the  Certificateholders  entitled thereto until such sums have been paid to such
Certificateholders  or disposed of as  otherwise  provided  herein.  The initial
Paying Agent shall be the Certificate  Administrator.  The Paying Agent shall at
all times be an entity  having a long-term  senior  unsecured  debt rating of at
least "Baa2" by Moody's,  unless and to the extent Rating Agency Confirmation is
obtained (the cost,  if any, of obtaining  such  confirmation  to be paid by the
Certificate  Administrator;  provided  that  such  appointment  is  made  by the
Certificate  Administrator  in its sole  discretion  and  otherwise by the Trust
Fund).  The  Certificate  Administrator  shall pay the Paying  Agent  reasonable
compensation from its own funds and the Certificate  Administrator  shall remain
liable for all  actions of any Paying  Agent and shall not be relieved of any of
its obligations hereunder.

          Section 5.6. Access to Certificateholders' Names and Addresses.

          (a) If any Certificateholder or the Operating Adviser (for purposes of
this  Section  5.6,  an  "Applicant")  applies  in  writing  to the  Certificate
Registrar, and such application states that the Applicant desires to communicate
with other  Certificateholders with respect to their rights under this Agreement
or under the  Certificates  and is  accompanied  by a copy of the  communication
which such Applicant proposes to transmit, then the Certificate Registrar shall,
at the expense of such Applicant,  within ten Business Days after the receipt of
such application,  transmit such communication to the  Certificateholders  as of
the most recent Record Date; provided, however, if such communication relates to
performance  by the Master  Servicer,  the  Special  Servicer,  the  Certificate
Administrator or the Trustee of its duties hereunder,  the Certificate Registrar
shall furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date.

          (b) Every Certificateholder, by receiving and holding its Certificate,
agrees with the Certificate Administrator that the Certificate Administrator and
the Certificate  Registrar shall not be held accountable in any way by reason of
the  disclosure  of  any  information  as to  the  names  and  addresses  of the
Certificateholders   hereunder,   regardless  of  the  source  from  which  such
information was derived.

          Section 5.7. Actions of Certificateholders.

          (a) Any request, demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Agreement  to be given or taken by
Certificateholders  may be embodied in and evidenced by one or more  instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly  appointed in writing;  and except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
are  delivered to the  Certificate  Administrator  and,  when  required,  to the
Depositor,  the Special Servicer or the Master  Servicer.  Proof of execution of
any  such  instrument  or of a  writing  appointing  any  such  agent  shall  be
sufficient  for any purpose of this  Agreement  and  conclusive  in favor of the
Certificate Administrator,  the Trustee, the Depositor, the Special Servicer and
the Master Servicer, if made in the manner provided in this Section.

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          (b) The fact and date of the execution by any Certificateholder of any
such  instrument  or writing may be proved in any  reasonable  manner  which the
Certificate Administrator deems sufficient.

          (c) Any request, demand,  authorization,  direction,  notice, consent,
waiver or other act by a  Certificateholder  shall  bind  every  Holder of every
Certificate  issued upon the  registration  of  transfer  thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done,
by the  Certificate  Administrator,  the  Trustee,  the  Depositor,  the Special
Servicer or the Master Servicer in reliance thereon,  whether or not notation of
such action is made upon such Certificate.

          (d) The Certificate Administrator or Certificate Registrar may require
such additional  proof of any matter referred to in this Section 5.7 as it shall
deem necessary.

          Section 5.8. Persons Deemed Owners.

     Prior to due presentment for registration of transfer,  the Depositor,  the
Master  Servicer,  the Special  Servicer,  the Trustee,  any Fiscal  Agent,  the
Certificate  Administrator,  the  Certificate  Registrar and any agent of any of
them may treat the person in whose name any  Certificate  is  registered  as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Article IV and for all other purposes whatsoever, and none of the Depositor, the
Master  Servicer,  the Special  Servicer,  the Trustee,  any Fiscal  Agent,  the
Certificate Administrator, the Certificate Registrar or any agent of any of them
shall be affected by notice to the contrary.

          Section 5.9. Certification by Certificate Owners.

          (a)  Each  Certificate  Owner  is  hereby  deemed  by  virtue  of  its
acquisition of an Ownership Interest in the Book-Entry  Certificates to agree to
comply with the transfer requirements of Section 5.2.

          (b) To the  extent  that  under  the  terms of this  Agreement,  it is
necessary  to  determine  whether  any  Person  is  a  Certificate   Owner,  the
Certificate   Administrator  shall  make  such  determination  based  on  (i)  a
certificate of such Person which shall be substantially in the form of paragraph
1 of Exhibit I hereto (or such other form as shall be  reasonably  acceptable to
the  Certificate  Administrator)  and shall  specify  the Class and  Certificate
Balance or Notional  Amount,  as the case may be, of the Book-Entry  Certificate
beneficially owned and (ii) evidence of ownership of such Book-Entry Certificate
through the  Securities  Depository;  provided,  however,  that the  Certificate
Administrator  shall not knowingly  recognize such Person as a Certificate Owner
if such Person,  to the  knowledge of a Responsible  Officer of the  Certificate
Administrator,  acquired its Ownership  Interest in a Book-Entry  Certificate in
violation  of  Section  5.2,  or if  such  Person's  certification  that it is a
Certificate  Owner  is in  direct  conflict  with  information  obtained  by the
Certificate Administrator from the Securities Depository,  Securities Depository
Participants and/or indirect participating  brokerage firms for which Securities
Depository  Participants  act as  agents,  with  respect  to the  identity  of a
Certificate Owner. The Certificate  Administrator  shall exercise its reasonable
discretion  in making  any  determination  under this  Section  5.9(b) and shall
afford any Person providing information with respect to its


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beneficial ownership of any Book-Entry Certificate an opportunity to resolve any
discrepancies  between  the  information  provided  and  any  other  information
available to the Certificate Administrator.

                                  ARTICLE VI.

           THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

          Section 6.1.  Liability of the Depositor,  the Master Servicer and the
Special Servicer.

     The Depositor,  the Master Servicer and the Special  Servicer each shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.

          Section  6.2.  Merger or  Consolidation  of the  Master  Servicer  and
Special Servicer.

     Subject to the third  paragraph of this  Section  6.2, the Master  Servicer
will  keep  in  full  effect  its  existence,  rights  and  good  standing  as a
corporation  under the laws of the State of Delaware and will not jeopardize its
ability  to do  business  in  each  jurisdiction  in  which  one or  more of the
Mortgaged  Properties are located or to protect the validity and  enforceability
of this Agreement,  the Certificates or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

     Subject to the following paragraph,  the Special Servicer will keep in full
effect its existence,  rights and good standing as a corporation  under the laws
of the state of its  incorporation  and will not  jeopardize  its  ability to do
business in each  jurisdiction in which one or more of the Mortgaged  Properties
are located or to protect the validity and enforceability of this Agreement, the
Certificates or any of the Specially  Serviced Mortgage Loans and to perform its
respective duties under this Agreement.

     Each of 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 it shall be a party,  or any  Person  succeeding  to its
business, shall be the successor of the Master Servicer or the Special Servicer,
as  applicable  hereunder,  and  shall  be  deemed  to have  assumed  all of the
liabilities  of the Master  Servicer  or the  Special  Servicer,  as  applicable
hereunder,  if Rating Agency Confirmation has been obtained with respect to such
merger, consolidation or transfer and succession (the cost, if any, of obtaining
such  confirmation  to be paid by the Master  Servicer or Special  Servicer,  as
applicable).

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     Section 6.3. Limitation on Liability of the Depositor,  the Master Servicer
and Others.

     Neither the Depositor,  the Master Servicer,  the Special Servicer, nor any
of the  owners,  directors,  managers,  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 against  any  liability  which  would  otherwise  be imposed by reason of its
respective  willful  misfeasance,  bad faith or negligence in the performance of
its duties or by reason of negligent disregard of its respective  obligations or
duties hereunder.  The Depositor,  the Master Servicer, the Special Servicer and
any owner, director,  manager,  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 which,  prima  facie,  is properly  executed  and  submitted  by any
appropriate Person with respect to any matters arising hereunder. The Depositor,
the Master  Servicer,  the Special  Servicer and any owner,  director,  officer,
employee or agent of the Depositor,  the Master Servicer or the Special Servicer
shall be  indemnified  and held  harmless  by the Trust Fund  against  any loss,
liability or expense  incurred in connection  with any legal action  relating to
this Agreement or the  Certificates,  other than any loss,  liability or expense
incurred  by  reason  of  its  respective  willful  misfeasance,  bad  faith  or
negligence in the performance of its respective duties or by reason of negligent
disregard  of its  respective  obligations  or  duties  hereunder.  Neither  the
Depositor nor the Master  Servicer nor the Special  Servicer  shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and in its opinion does
not  expose  it to  any  expense  or  liability;  provided,  however,  that  the
Depositor,  the Master  Servicer or the Special  Servicer may in its  discretion
undertake  any action  related to its  obligations  hereunder  which it may deem
necessary or desirable  with respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders  hereunder. In
such  event,  the legal  expenses  and costs of such  action  and any  liability
resulting therefrom shall be expenses,  costs and liabilities of the Trust Fund,
and the  Depositor,  the  Master  Servicer  and the  Special  Servicer  shall be
entitled to be reimbursed  therefor from the  Collection  Account as provided in
Section 3.6(a)(vi) of this Agreement.

          Section 6.4. Resignation of Master Servicer or Special Servicer.

          (a) Except as otherwise  provided in Section 6.2,  Section  6.4(b) and
Section 6.5,  neither the Master Servicer nor the Special  Servicer shall resign
from  the  obligations  and  duties  hereby  imposed  on it,  unless  there is a
determination  that  its  duties  hereunder  are  no  longer  permissible  under
applicable law or are in material  conflict by reason of applicable law with any
other activities carried on by it (the other activities so causing such conflict
being of a type and nature carried on by it at the date of this Agreement).  Any
such  determination  permitting the  resignation  of the Master  Servicer or the
Special  Servicer  shall be  evidenced  by an Opinion of Counsel to such  effect
delivered to the Trustee and the Certificate Administrator.  No

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such resignation shall become effective until a successor servicer designated by
the  Trustee,  with  the  consent  of the  Depositor,  shall  have  assumed  the
responsibilities and obligations of the Master Servicer or the Special Servicer,
as the case may be, under this  Agreement and Rating Agency  Confirmation  shall
have been  obtained  with  respect to such  servicing  transfer.  Notice of such
resignation  shall be given  promptly  by the  Master  Servicer  or the  Special
Servicer, as the case may be, to the Trustee and the Certificate Administrator.

          (b) The Master Servicer and the Special  Servicer may each resign from
the obligations and duties imposed on it, upon 30 days notice to the Trustee and
the  Certificate  Administrator,  provided that (i) a successor  servicer (x) is
available,  (y) has assets of at least  $15,000,000 and (z) is willing to assume
the obligations,  responsibilities,  and covenants to be performed  hereunder by
the resigning party on substantially the same terms and conditions,  and for not
more than equivalent  compensation,  to that herein provided; (ii) the resigning
party  bears all costs  associated  with its  resignation  and the  transfer  of
servicing; and (iii) Rating Agency Confirmation is obtained with respect to such
servicing  transfer,  as evidenced by a letter  delivered to the Trustee by each
Rating Agency.

          Section 6.5.  Assignment or Delegation of Duties by Master Servicer or
the Special Servicer.

     In addition to actions permitted under Section 6.2, the Master Servicer and
the Special Servicer shall each have the right without the prior written consent
of the Trustee and the Certificate  Administrator  to assign and delegate all of
its duties  hereunder;  provided,  however,  that (i) the Master Servicer or the
Special Servicer,  as the case may be, gives the Depositor,  the Trustee and the
Certificate  Administrator  notice of such assignment and delegation;  (ii) such
purchaser or transferee  accepting such  assignment and delegation  executes and
delivers to the  Depositor,  the Trustee and the  Certificate  Administrator  an
agreement accepting such assignment, which contains an assumption by such Person
of the rights, powers, duties, responsibilities,  obligations and liabilities of
the Master  Servicer  or the  Special  Servicer,  as the case may be,  with like
effect  as if  originally  named  as a party to this  Agreement;  (iii) a Rating
Agency Confirmation shall have been obtained with respect to such assignment and
delegation; and (iv) the assignment and delegation is reasonably satisfactory to
the Trustee, the Depositor and the Certificate Administrator. In the case of any
such  assignment  and  delegation in accordance  with the  requirements  of this
Section, 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 as the Master Servicer or the
Special Servicer, as the case may be, hereunder prior to the satisfaction of the
conditions   to  such   assignment   set  forth  in  the   preceding   sentence.
Notwithstanding  the above, each of the Master Servicer and the Special Servicer
may appoint  Sub-Servicers  in accordance  with Section 3.2  (provided  that the
Master Servicer or the Special Servicer remains fully liable for their actions),
or agents or  independent  contractors  appointed or retained to perform  select
duties thereof.

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          Section 6.6. Rights of the Depositor, the Rating Agencies, the Trustee
and the  Certificate  Administrator  in Respect of the Master  Servicer  and the
Special Servicer.

     Each of the Master  Servicer  and the  Special  Servicer  shall  afford the
Depositor,  the Rating Agencies, the Certificate  Administrator and the Trustee,
upon  reasonable  notice,  during  normal  business  hours access to all records
maintained by it in respect of its rights and  obligations  hereunder and access
to its officers responsible for such obligations.  Upon reasonable request, each
of the Master Servicer and the Special  Servicer shall furnish to the Depositor,
the Rating Agencies,  the Certificate  Administrator  and the Trustee its or its
parent's most recent  financial  statements  and such other  information  in its
possession  (which it is not  prohibited  by  applicable  law or  contract  from
disclosing) regarding its business,  affairs, property and condition,  financial
or  otherwise,  as the party  requesting  such  information,  in its  reasonable
judgment,  determines  to be  relevant  to the  performance  of the  obligations
hereunder of the Master Servicer or the Special Servicer. None of the Depositor,
the Certificate  Administrator nor the Trustee shall have any  responsibility or
liability for any action or failure to act by the Master Servicer or the Special
Servicer and neither such Person is obligated to supervise  the  performance  of
the Master Servicer or the Special Servicer under this Agreement or otherwise.

                                  ARTICLE VII.

                                     DEFAULT

          Section 7.1. Events of Default.

     "Event of  Default,"  wherever  used  herein,  with  respect  to the Master
Servicer and the Special  Servicer,  as applicable  (except with respect to item
(viii)  in the case of the  Special  Servicer  and item  (ix) in the case of the
Master Servicer) means any one of the following events:

               (i) any failure by the Master  Servicer or the Special  Servicer,
as applicable, to remit to the Collection Account which continues unremedied for
a period of one Business Day  following the date on which such deposit was first
required to be made,  any  failure by the  Special  Servicer to remit to the REO
Account which  continues  unremedied  for a period of one Business Day following
the date on which such  deposit was first  required to be made or any failure by
the Master Servicer to remit to the Certificate  Administrator  for deposit into
the  Distribution  Account  any amount  required to be so remitted by the Master
Servicer or the Special Servicer,  as applicable,  pursuant to and in accordance
with the terms of this Agreement; or

               (ii) any  failure on the part of the Master  Servicer  or Special
Servicer, as applicable,  duly to observe or perform in any material respect any
other of the covenants or agreements,  or the breach of any  representations  or
warranties  provided  herein on the part of the Master  Servicer  or the Special
Servicer, which, in either event, materially and adversely affects the interests
of the  Certificateholders,  the Master  Servicer,  the  Special  Servicer,  the
Certificate  Administrator  or the Trustee with respect to any Mortgage Loan and
which, in either event,  continues  unremedied for a period of 30 days after the
date on which written notice of such

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failure or breach,  requiring the same to be remedied,  shall have been given to
the Master  Servicer  or Special  Servicer  by the  Depositor,  the  Certificate
Administrator or the Trustee, or to the Master Servicer or Special Servicer, the
Depositor,  the  Trustee  and  Certificate   Administrator  by  the  Holders  of
Certificates  entitled  to at least 25% of the  aggregate  Voting  Rights of any
Class affected  thereby;  provided,  however,  that if such breach,  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, once only, for an additional 30 days; or

               (iii) a  decree  or order of a court  or  agency  or  supervisory
authority  having  jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law for the
appointment  of a  conservator  or receiver  or  liquidator  in any  insolvency,
readjustment  of  debt,   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 Special Servicer, as applicable, and
such decree or order shall have remained in force, undischarged or unstayed, for
a period of 60 days; or

               (iv) the Master  Servicer  or Special  Servicer,  as  applicable,
shall consent to the  appointment  of a conservator or receiver or liquidator in
any insolvency,  readjustment of debt,  marshalling of assets and liabilities or
similar  proceedings  of  or  relating  to  it  or of  or  relating  to  all  or
substantially all of its property; or

               (v) the Master Servicer or Special Servicer, as applicable, shall
admit in writing its  inability  to pay its debts  generally as they become due,
file a petition to take advantage of any applicable insolvency or reorganization
statute,  make an assignment  for the benefit of its  creditors,  or voluntarily
suspend payment of its obligations; or

               (vi) Moody's  places the rating of any Class of  Certificates  on
"watchlist"  status for possible ratings downgrade or withdrawal (or Moody's has
downgraded  or  withdrawn  its  rating  for any  Class of  Certificates)  citing
servicing  concerns with respect to the Master Servicer or Special Servicer,  as
the case may be, as the sole or contributory  factor in such rating action,  and
such  watch  is not  withdrawn  by  Moody's  within  60 days or  such  Class  is
downgraded  by Moody's  and 60 days have  elapsed  since the date such Class was
first put on watch; or

               (vii) the Master  Servicer or Special  Servicer,  as the case may
be, shall be removed from the list of approved  servicers  maintained by S&P for
pools of mortgage  loans similar to the Mortgage  Loans and is not reinstated on
such list within 60 days after the Master Servicer or the Special  Servicer,  as
applicable, and the Trustee have been notified by S&P of such removal; or

               (viii)  the  Master  Servicer  shall  fail  to make  any  Advance
required to be made by the Master Servicer hereunder (whether or not the Trustee
or any Fiscal Agent makes such Advance), which continues unremedied for a period
of one Business Day following the date on which such Advance was first  required
to be made; or

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               (ix)  the  Special  Servicer  shall  fail to make  any  Emergency
Advance (or timely  direct the Master  Servicer to make any  Servicing  Advance)
required  to be made by it or the Master  Servicer at its  discretion  hereunder
(whether or not the Master Servicer,  the Trustee or any Fiscal Agent makes such
Emergency Advance or Servicing Advance), which continues unremedied for a period
of one Business Day following the date on which such Advance was first  required
to be made;

then,  and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee may, and at the written direction of the Holders
of 25% of the aggregate Voting Rights of all Certificates, the Trustee shall, by
notice in writing to the Master  Servicer or the Special  Servicer,  as the case
may be,  terminate  (subject to Section  7.2) all of its  respective  rights and
obligations  under  this  Agreement  and in and to the  Mortgage  Loans  and the
proceeds   thereof,   other  than  any  rights  it  may  have   hereunder  as  a
Certificateholder  and any rights or obligations  that accrued prior to the date
of such termination (including the right to receive all amounts accrued or owing
to it under this  Agreement,  plus  interest at the Advance Rate on such amounts
until  received to the extent  such  amounts  bear  interest as provided in this
Agreement,  with respect to periods prior to the date of such  termination,  and
the right to the benefits of Section 6.3  notwithstanding any such termination);
provided,  however,  that in the  event  the  Master  Servicer  and the  Special
Servicer are the same Person,  the Trustee may, and at the written  direction of
the  Holders of 25% of the  aggregate  Voting  Rights of all  Certificates,  the
Trustee  shall  require  that  any  termination  of the  Master  Servicer  shall
constitute a termination of the Special Servicer and vice versa. On or after the
receipt by the Master Servicer or the Special  Servicer,  as the case may be, of
such  written  notice,  all of its  authority  and power  under this  Agreement,
whether with respect to the  Certificates  or the Mortgage  Loans or  otherwise,
shall pass to and be vested in the Trustee  pursuant  to and under this  Section
(notwithstanding  any failure of the Trustee to satisfy the  criterion set forth
in Section 6.4) and, without  limitation,  the Trustee is hereby  authorized and
empowered  to  execute  and  deliver,  on  behalf of and at the  expense  of the
defaulting  Master  Servicer  or  Special  Servicer,  as the  case  may  be,  as
attorney-in-fact or otherwise, any and all documents and other instruments,  and
to do or accomplish all other acts or things  necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement  or  assignment  of the  Mortgage  Loans and related  documents,  or
otherwise.  Each of the Master Servicer and the Special  Servicer,  on behalf of
itself,  agrees in the  event it is  terminated  pursuant  to this  Section  7.1
promptly  (and in any event no later than ten Business  Days  subsequent to such
notice) to provide,  at its own  expense,  the Trustee or the  successor  Master
Servicer or Special  Servicer (if other than the Trustee) with all documents and
records  requested by the Trustee or the  successor  Master  Servicer or Special
Servicer  (if other than the  Trustee)  to enable the  Trustee or the  successor
Master  Servicer or Special  Servicer  (if other than the Trustee) to assume its
functions hereunder,  and to cooperate with the Trustee and the successor to its
responsibilities  hereunder in effecting the termination of its responsibilities
and  rights  hereunder,  including,  without  limitation,  the  transfer  to the
successor Master Servicer or Special Servicer or the Trustee, as applicable, for
administration  by it of all cash  amounts  which shall at the time be or should
have been  credited  by the  Master  Servicer  or the  Special  Servicer  to the
Collection Account,  the Grantor Trust Collection Account and any REO Account or
Reserve  Account or  thereafter  shall be received  with respect to the Mortgage
Loans,  and shall promptly provide the Trustee or such successor Master Servicer
or

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Special Servicer (which may include the Trustee),  as applicable,  all documents
and  records  reasonably  requested  by it,  such  documents  and  records to be
provided  in such form as the  Trustee  or such  successor  Master  Servicer  or
Special Servicer shall reasonably request (including  electromagnetic  form), to
enable it to  assume  the  Master  Servicer's  or  Special  Servicer's  function
hereunder. All reasonable costs and expenses of the successor Master Servicer or
successor Special Servicer incurred in connection with transferring the Mortgage
Files to the successor Master Servicer (or copies of the Mortgage Files relating
to Specially  Serviced  Mortgage  Loans to the successor  Special  Servicer) and
amending  this  Agreement  to reflect  such  succession  as Master  Servicer  or
successor  Special  Servicer  pursuant to this  Section 7.1 shall be paid by the
predecessor  Master Servicer or Special Servicer upon presentation of reasonable
documentation of such costs and expenses;  provided,  however,  that if any such
costs and expenses remain unpaid by the  predecessor  Master Servicer or Special
Servicer within a reasonable time after presentation of such documentation,  the
Trustee or the successor  Master Servicer or Special Servicer (if other than the
Trustee) may be reimbursed from the Collection Account for such unpaid costs and
expenses, which shall be deemed to be expenses of the Trust Fund.

          Section 7.2. Trustee to Act; Appointment of Successor.

     On and after the time the Master Servicer or the Special Servicer  receives
a notice of  termination  pursuant  to Section  7.1,  the  Trustee  shall be its
successor  in  such  capacity  in all  respects  under  this  Agreement  and the
transactions  set forth or provided for herein and,  except as provided  herein,
shall be subject to all the responsibilities,  duties,  limitations on liability
and liabilities  relating  thereto and arising  thereafter  placed on the Master
Servicer  or Special  Servicer  by the terms and  provisions  hereof;  provided,
however,   that  (i)  the  Trustee  shall  have  no  responsibilities,   duties,
liabilities  or  obligations  with  respect to any act or omission of the Master
Servicer or of the Special Servicer and (ii) any failure to perform, or delay in
performing,  such duties or  responsibilities  caused by the terminated  party's
failure to provide, or delay in providing, records, tapes, disks, information or
monies  shall  not be  considered  a default  by any  successor  hereunder.  The
appointment of a successor  Master Servicer or Special Servicer shall not affect
any  liability  of the  predecessor  Master  Servicer  or Special  Servicer,  as
applicable, which may have arisen prior to its termination as Master Servicer or
Special Servicer. The Trustee shall not be liable for any of the representations
and warranties of the Master  Servicer or of the Special  Servicer  herein or in
any related document or agreement,  for any acts or omissions of the predecessor
Master Servicer or Special Servicer,  as applicable,  or for any losses incurred
in respect of any  Permitted  Investment  by the Master  Servicer or the Special
Servicer, as applicable, pursuant to Section 3.7 hereunder nor shall the Trustee
be required to purchase any Mortgage Loan hereunder.  As compensation  therefor,
the Trustee as successor  Master Servicer or Special  Servicer shall be entitled
to all Servicing  Compensation  relating to the Mortgage Loans that accrue after
the date of the  Trustee's  succession  to which the Master  Servicer or Special
Servicer would have been entitled if the Master Servicer or Special Servicer, as
applicable,  had  continued  to act  hereunder  (other  than  Workout  Fees  and
Disposition Fees payable to the terminated  Special Servicer pursuant to Section
3.12(b) and Section 3.12(c) and payment of the Transferable  Servicing  Interest
as and to the extent provided in Section 3.12(a)). Unless otherwise agreed to in
writing by the Master  Servicer and the Trustee,  in the event any

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Advances made by the Master  Servicer,  any Fiscal Agent or the Trustee shall at
any time be outstanding, or any amounts of interest thereon shall be accrued and
unpaid,  all amounts available to repay Advances and interest hereunder shall be
applied  entirely to the Advances  made by the Trustee and any Fiscal Agent (and
the  accrued  and unpaid  interest  thereon),  until such  Advances  made by the
Trustee and any Fiscal Agent (and  accrued and unpaid  interest  thereon)  shall
have been repaid in full. In addition to the  foregoing,  any  successor  Master
Servicer  (which,  for the  purposes  of this  sentence,  shall not  include the
Trustee)  shall be  required  to  allocate  funds  available  for the payment of
unreimbursed Advances (with interest thereon at the Advance Rate) on a first in,
first out basis,  which results in the payment of  unreimbursed  Advances  (with
interest thereon at the Advance Rate) first to the predecessor  Master Servicer.
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 a  majority  of the  aggregate  Voting  Rights so  request  in writing to the
Trustee,  or if neither the Trustee nor any Fiscal Agent is approved as a master
servicer or special servicer by each of the Rating Agencies,  promptly  appoint,
or  petition a court of  competent  jurisdiction  to  appoint,  any  established
mortgage loan servicing institution,  the appointment of which is the subject of
a Rating Agency  Confirmation  (the cost, if any, of obtaining such confirmation
to  be  paid  by  the  terminated  Master  Servicer  or  Special  Servicer,   as
applicable),  as the  successor  to the  Master  Servicer  or  Special  Servicer
hereunder in the assumption of all or any part of the  responsibilities,  duties
or  liabilities  of the  Master  Servicer  or  Special  Servicer  hereunder.  No
appointment of a successor to the Master Servicer or Special Servicer  hereunder
shall be  effective  until the  assumption  by such  successor of all the Master
Servicer's  or  Special  Servicer's  responsibilities,  duties  and  liabilities
hereunder.  If the resigning or terminated party is the initial Master Servicer,
and if on or before the effective date of such  resignation  or termination  the
initial Master  Servicer  procures a qualified  Person that is willing to act as
the successor Master Servicer, then the Trustee shall appoint such Person to act
as the successor Master  Servicer;  provided,  however,  that (i) such Person is
reasonably  acceptable  to the Trustee,  (ii) a Rating  Agency  Confirmation  is
obtained with respect to such  appointment,  (iii) the initial  Master  Servicer
pays all costs and  expenses in  connection  with such  transfer,  and (iv) such
Person  accepts  such  appointment  on or  prior to the  effective  date of such
resignation  or  termination.  Pending  appointment of a successor to the Master
Servicer or Special Servicer  hereunder,  unless the Trustee shall be prohibited
by law from so acting,  the Trustee  shall act in such  capacity as herein above
provided.  In connection with such appointment and assumption  described herein,
the Trustee may make such  arrangements  for the  compensation of such successor
out of  payments  on  Mortgage  Loans  as it and  such  successor  shall  agree;
provided,  however,  that  no  such  compensation  shall  be in  excess  of that
permitted  the  terminated  party  hereunder.  The  Depositor,  the  Certificate
Administrator,  the Trustee,  the Master  Servicer or Special  Servicer and such
successor shall take such action,  consistent  with this Agreement,  as shall be
necessary to effectuate any such succession.

          Section 7.3. Notification to Certificateholders.

          (a) Upon any termination  pursuant to Section 7.1 above or appointment
of a successor to the Master Servicer or the Special Servicer, the Trustee shall
give prompt  written

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notice thereof to  Certificateholders at their respective addresses appearing in
the Certificate Register and to each Rating Agency.

          (b)  Within 5 days  after the  occurrence  of any Event of  Default of
which a  Responsible  Officer of the Trustee has actual  knowledge,  the Trustee
shall advise the Certificate  Administrator  and the  Certificate  Administrator
shall transmit by mail to all Holders of Certificates  and to each Rating Agency
notice of such Event of Default,  unless  such Event of Default  shall have been
cured or waived.

          Section 7.4. Other Remedies of Trustee.

     During the  continuance  of any Event of Default,  so long as such Event of
Default  shall not have been  remedied,  the Trustee,  in addition to the rights
specified in Section 7.1, shall have the right, in its own name as trustee of an
express trust,  to take all actions now or hereafter  existing at law, in equity
or by statute to enforce its rights and remedies  and to protect the  interests,
and enforce the rights and remedies,  of the  Certificateholders  (including the
institution   and  prosecution  of  all  judicial,   administrative   and  other
proceedings and the filing of proofs of claim and debt in connection therewith).
In such  event,  the  legal  fees,  expenses  and costs of such  action  and any
liability  resulting  therefrom shall be expenses,  costs and liabilities of the
Trust Fund, and the Trustee shall be entitled to be reimbursed therefor from the
Collection  Account as  provided  in  Section  3.6(a)(vi).  Except as  otherwise
expressly  provided in this Agreement,  no remedy provided for by this Agreement
shall be  exclusive  of any other  remedy,  and each and every  remedy  shall be
cumulative  and in  addition  to any other  remedy and no delay or  omission  to
exercise  any right or remedy  shall impair any such right or remedy or shall be
deemed to be a waiver of any Event of Default.

          Section 7.5. Waiver of Past Events of Default; Termination.

     The  Holders  of  Certificates  evidencing  not less  than  66-2/3%  of the
aggregate  Voting  Rights of the  Certificates  may, on behalf of all Holders of
Certificates,  waive any default by the Master  Servicer or Special  Servicer in
the  performance of its  obligations  hereunder and its  consequences,  except a
default in making any required  deposits to (including P&I Advances) or payments
from the  Collection  Account,  the  Distribution  Account or REO  Account or in
remitting payments as received,  in each case in accordance with this Agreement.
Upon any such  waiver of a past  default,  and  payment  to the  Trustee  of all
reasonable  costs and expenses  incurred by the Trustee in connection  with such
default  and  prior to its  waivers  (which  costs  shall  be paid by the  party
requesting  such  waiver) such  default  shall cease to exist,  and any Event of
Default  arising  therefrom  shall be  deemed to have  been  remedied  for every
purpose of this  Agreement.  No such waiver  shall extend to any  subsequent  or
other default or impair any right consequent thereon.

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                                 ARTICLE VIII.

            CONCERNING THE TRUSTEE and the certificate ADMINISTRATOR

          Section 8.1. Duties of Trustee and Certificate Administrator.

          (a) Each of the Trustee and the  Certificate  Administrator,  prior to
the  occurrence  of an Event of  Default of which a  Responsible  Officer of the
Trustee or the Certificate  Administrator,  as applicable,  has actual knowledge
and after the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are  specifically  set
forth  in  this  Agreement  and  no  permissive  right  of  the  Trustee  or the
Certificate  Administrator  shall be construed as a duty. During the continuance
of an Event of Default  of which a  Responsible  Officer  of the  Trustee or the
Certificate  Administrator has actual knowledge,  the Trustee or the Certificate
Administrator,  as  applicable,  shall  exercise  such of the  rights and powers
vested  in it by this  Agreement,  and use the same  degree of care and skill in
their   exercise,   as  a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of such person's own affairs.

          (b) The Trustee or the Certificate Administrator,  as applicable, upon
receipt  of  any  resolutions,   certificates,  statements,  opinions,  reports,
documents,  orders  or  other  instruments  furnished  to  the  Trustee  or  the
Certificate Administrator,  as applicable, which are specifically required to be
furnished  pursuant to any  provision of this  Agreement,  shall examine them to
determine  whether  they  conform  on  their  face to the  requirements  of this
Agreement;   provided,   however,   that,   the   Trustee  or  the   Certificate
Administrator,  as  applicable,  shall not be  responsible  for the  accuracy or
content  of  any  such  resolution,  certificate,  statement,  opinion,  report,
document,  order or other  instrument  provided  to it  hereunder  by the Master
Servicer,  the Special Servicer,  the Depositor or the Paying Agent. If any such
instrument  is found  not to  conform  on its face to the  requirements  of this
Agreement in a material manner, the Trustee or the Certificate Administrator, as
applicable,  shall  report such  finding to the  presenting  party and request a
correction of such instrument.

          (c) No provision of this  Agreement  shall be construed to relieve the
Trustee or the Certificate Administrator,  as applicable, from liability for its
own  negligent  action,  its own  negligent  failure  to act or its own  willful
misconduct;  provided,  however,  that the foregoing shall be subject to Section
8.2; and provided, further, that:

               (i) Prior to the  occurrence  of an Event of  Default  of which a
Responsible  Officer of the Trustee or the Certificate  Administrator has actual
knowledge,  and after the curing or waiver of all such  Events of Default  which
may have occurred,  the duties and obligations of the Trustee or the Certificate
Administrator,  as  applicable,  shall  be  determined  solely  by  the  express
provisions of this Agreement, the Trustee or the Certificate  Administrator,  as
applicable,  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  Certificate  Administrator,  as  applicable,  and, in the absence of bad
faith  on  the  part  of  the  Trustee  or  the  Certificate  Administrator,  as
applicable,  the Trustee or the Certificate  Administrator,  as applicalbe,  may
conclusively  rely, as to the truth of

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the statements and the correctness of the opinions expressed  therein,  upon any
resolutions,  certificates,  statements, reports, opinions, documents, orders or
other instruments furnished to the Trustee or the Certificate Administrator,  as
applicable,  that conform on their face to the  requirements  of this  Agreement
without responsibility for investigating the contents thereof;

               (ii) Neither the Trustee nor the Certificate  Administrator shall
be personally or otherwise liable for an error of judgment made in good faith by
a Responsible Officer or Responsible  Officers of the Trustee or the Certificate
Administrator,  respectively,  unless it shall be proven that the Trustee or the
Certificate Administrator was negligent in ascertaining the pertinent facts;

               (iii) Neither the Trustee nor the Certificate Administrator shall
be personally or otherwise 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 a majority of the aggregate  Voting Rights
(or such other percentage as is specified  herein) of each affected Class, or of
the aggregate Voting Rights of the  Certificates,  relating to the time,  method
and place of conducting any  proceeding for any remedy  available to the Trustee
or the  Certificate  Administrator,  or  exercising  or omitting to exercise any
trust or power  conferred  upon the  Trustee or the  Certificate  Administrator,
under this Agreement;

               (iv) Except as provided in the succeeding  sentence,  neither the
Trustee nor the Certificate Administrator shall be charged with knowledge of any
failure  by the  Depositor  to  comply  with the  obligations  of the  Depositor
hereunder  or any  failure of the Master  Servicer  or the  Special  Servicer to
comply with the  obligations  of the Master  Servicer  or the  Special  Servicer
referred to in clause (i), (ii), (viii) or (ix) of Section 7.1, or of any breach
or  occurrence  referred to in clause (iii) through (vii) of Section 7.1, as the
case may be,  unless a  Responsible  Officer of the  Trustee or the  Certificate
Administrator  obtains actual  knowledge of such failure,  breach or occurrence.
The  Trustee or the  Certificate  Administrator  shall be deemed to have  actual
knowledge of the Master Servicer's failure to comply with its obligations listed
in clause (i) (except with respect to remittances to the Collection Account) and
(viii) of Section 7.1 (except with respect to Servicing  Advances) or to provide
scheduled  reports,  certificates  and  statements  when and as  required  to be
delivered to the Trustee pursuant to this Agreement; and

               (v) None of the  Trustee,  any Fiscal  Agent nor the  Certificate
Administrator shall be under any obligation to appear in prosecute or defend any
legal action which is not incidental to their respective  duties as the Trustee,
any  Fiscal  Agent or the  Certificate  Administrator  in  accordance  with this
Agreement  (and, if any does,  all legal expenses and costs of such action shall
be expenses and costs of the Trust Fund,  and the Trustee,  any Fiscal Agent and
the Certificate  Administrator  shall be entitled to be reimbursed therefor from
the Collection Account, unless such legal action arises out of the negligence or
bad faith of the Trustee, any Fiscal Agent or the Certificate Administrator,  as
the case may be, or any breach of a representation,  warranty or covenant of the
Trustee, any Fiscal Agent or the Certificate Administrator,  as the case may be,
contained herein).

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     Neither  the  Trustee,  in its  capacity as  Trustee,  nor the  Certificate
Administrator,  in its capacity as Certificate Administrator,  shall be required
to expend or risk its own funds or otherwise  incur  financial  liability in the
performance  of any of its duties  hereunder,  or in the  exercise of any of its
rights  or  powers,  if in  the  opinion  of  the  Trustee  or  the  Certificate
Administrator,  respectively,  the repayment of such funds or adequate indemnity
against such risk or liability is not reasonably  assured to it, and none of the
provisions contained in this Agreement shall in any event require the Trustee or
the Certificate  Administrator  to perform,  or be responsible for the manner of
performance  of, any of the  obligations  of the Master  Servicer,  the  Special
Servicer or the Depositor  under this  Agreement or during such time, if any, as
the Trustee shall be the  successor  to, and be vested with the rights,  duties,
powers and  privileges  of, the Master  Servicer,  the  Special  Servicer or the
Depositor in accordance  with the terms of this  Agreement.  Neither the Trustee
nor the Certificate  Administrator  shall be required to post any surety or bond
of any kind in connection  with its  performance of its  obligations  under this
Agreement.

          Section 8.2. Certain Matters Affecting the Trustee and the Certificate
Administrator.

          (a) Except as otherwise provided in Section 8.1:

               (i) The Trustee  and the  Certificate  Administrator  may request
and/or 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
and  neither  the  Trustee  nor the  Certificate  Administrator  shall  have any
responsibility  to  ascertain  or confirm the  genuineness  of any such party or
parties;

               (ii) The Trustee and the  Certificate  Administrator  may consult
with counsel and any memorandum or Opinion of Counsel shall be full and complete
authorization  and  protection  in respect of any action  taken or  suffered  or
omitted by it hereunder in good faith and in accordance  with such memorandum or
Opinion of Counsel;

               (iii) (A) Neither the Trustee nor the  Certificate  Administrator
shall be under any  obligation  to institute,  conduct or defend any  litigation
hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders,  pursuant to the provisions of this  Agreement,  unless such
Certificateholders  shall  have  offered  to  the  Trustee  or  the  Certificate
Administrator,  as  applicable,  reasonable  security or  indemnity  against the
costs,  expenses and liabilities  which may be incurred therein or thereby;  (B)
the  right of the  Trustee  or the  Certificate  Administrator  to  perform  any
discretionary act enumerated in this Agreement shall not be construed as a duty,
and neither the Trustee nor the  Certificate  Administrator  shall be answerable
for other than its  negligence or willful  misconduct in the  performance of any
such act; provided,  however,  that subject to the foregoing clause (A), nothing
contained  herein shall relieve the Trustee or the Certificate  Administrator of
the obligations,  upon the occurrence of an Event of Default (which has not been
cured  or  waived)  of  which  a  Responsible  Officer  of  the  Trustee  or

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the Certificate Administrator,  respectively,  has actual knowledge, to exercise
such of the  rights and powers  vested in it by this  Agreement;  and to use the
same  degree of care and skill in their  exercise,  as a  prudent  person  would
exercise  or use under the  circumstances  in the conduct of such  person's  own
affairs.

               (iv) Neither the Trustee nor the Certificate  Administrator shall
be personally or otherwise  liable for any action taken,  suffered or omitted by
it in good faith and  reasonably  believed by it to be  authorized or within the
discretion or rights or powers conferred upon it by this Agreement;

               (v) Neither the Trustee nor the Certificate  Administrator  shall
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 a majority
(or such other percentage as is specified herein) of the aggregate Voting Rights
of any  affected  Class;  provided,  however,  that  if  the  payment  within  a
reasonable time to the Trustee or the Certificate  Administrator,  respectively,
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  or the  Certificate
Administrator,  as  applicable,  not  reasonably  assured to the  Trustee or the
Certificate Administrator,  as applicable, by the security afforded to it by the
terms of this  Agreement,  the  Trustee  or the  Certificate  Administrator,  as
applicable,  may require reasonable  indemnity against such expense or liability
as a condition to taking any such action.  The reasonable  expense of every such
investigation shall be paid by the Master Servicer or the Special Servicer if an
Event of Default shall have  occurred and be  continuing  relating to the Master
Servicer  or  the  Special   Servicer,   respectively,   and  otherwise  by  the
Certificateholders requesting the investigation; and

               (vi) The Trustee and the  Certificate  Administrator  may execute
any of the trusts or powers  hereunder  or perform any duties  hereunder  either
directly or by or through agents or attorneys, provided that neither the Trustee
nor the Certificate  Administrator shall otherwise be relieved of its duties and
obligations hereunder.

          (b) All  rights of action  under  this  Agreement  or under any of the
Certificates,  enforceable by the Trustee or the Certificate Administrator,  may
be enforced  by the Trustee or the  Certificate  Administrator,  as  applicable,
without the possession of any of the Certificates,  or the production thereof at
the trial or other proceeding  relating  thereto,  and any such suit,  action or
proceeding  instituted by the Trustee or the Certificate  Administrator shall be
brought  in its name for the  benefit of all the  Holders of such  Certificates,
subject to the provisions of this Agreement.

     Neither the Trustee nor the Certificate  Administrator  shall have any duty
to conduct any affirmative  investigation  as to the occurrence of any condition
requiring the repurchase of any Mortgage Loan by the Depositor  pursuant to this
Agreement  or  the  eligibility  of any  Mortgage  Loan  for  purposes  of  this
Agreement.

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          Section 8.3. Trustee and the Certificate  Administrator Not Liable for
Certificates or Mortgage Loans.

The recitals  contained herein and in the Certificates shall not be taken as the
statements  of  the  Trustee,  any  Fiscal  Agent,  the  Master  Servicer,   the
Certificate  Administrator or the Special  Servicer and the Trustee,  any Fiscal
Agent,  the  Special  Servicer,  the  Certificate  Administrator  and the Master
Servicer assume no responsibility for their correctness. The Trustee, any Fiscal
Agent,  the Master  Servicer,  the  Certificate  Administrator  and the  Special
Servicer make no representations or warranties as to the validity or sufficiency
of this Agreement,  of the Certificates,  or any private placement memorandum or
prospectus   used  to  offer  the   Certificates   for  sale  or  the  validity,
enforceability  or  sufficiency  of any Mortgage Loan or related  document.  The
Trustee,  the  Certificate  Administrator  and any Fiscal Agent shall at no time
have any  responsibility  or  liability  for or with  respect  to the  legality,
validity  and  enforceability  of any  Mortgage  or any  Mortgage  Loan,  or the
perfection  and  priority  of any  Mortgage  or  the  maintenance  of  any  such
perfection and priority,  or for or with respect to the sufficiency of the Trust
Fund  or  its  ability  to  generate   the   payments  to  be   distributed   to
Certificateholders under this Agreement. Without limiting the foregoing, none of
the Trustee, the Certificate  Administrator nor any Fiscal Agent shall be liable
or  responsible  for: the  existence,  condition  and ownership of any Mortgaged
Property;  the existence of any hazard or other  insurance  thereon (other than,
with respect to the Trustee  only, if the Trustee shall assume the duties of the
Master Servicer  pursuant to Section 7.2 and in such case, only to the extent of
the Master  Servicer's  duties  hereunder) or the  enforceability  thereof;  the
existence of any Mortgage  Loan or the contents of the related  Mortgage File on
any computer or other record  thereof  (other than,  with respect to the Trustee
only,  if the  Trustee  shall  assume the duties of the Master  Servicer  or the
Special Servicer pursuant to Section 7.2 and in such case, only to the extent of
the Master Servicer's duties  hereunder);  the validity of the assignment of any
Mortgage  Loan  to  the  Trust  Fund  or  of  any  intervening  assignment;  the
completeness  of any  Mortgage  File;  the  performance  or  enforcement  of any
Mortgage  Loan (other  than,  with respect to the Trustee  only,  if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer  pursuant
to  Section  7.2 and in such case,  only to the extent of the Master  Servicer's
duties hereunder);  the compliance by the Depositor,  the Master Servicer or the
Special Servicer with any warranty or  representation  made under this Agreement
or  in  any  related   document  or  the  accuracy  of  any  such   warranty  or
representation  prior to the Trustee's  receipt of notice or other  discovery of
any non-compliance  therewith or any breach thereof; any investment of monies by
or at the direction of the Master  Servicer or the Special  Servicer or any loss
resulting  therefrom  (other  than,  with  respect to the Trustee  only,  if the
Trustee shall assume the duties of the Master  Servicer or the Special  Servicer
pursuant  to  Section  7.2 and in such  case,  only to the  extent of the Master
Servicer's  duties  hereunder),  it being understood that the Trustee only shall
remain  responsible  for  any  Trust  Fund  property  that  it may  hold  in its
individual capacity;  the acts or omissions of any of the Depositor,  the Master
Servicer,  the Certificate  Administrator  or the Special  Servicer (other than,
with respect to the Trustee  only, if the Trustee shall assume the duties of the
Master  Servicer  or the  Special  Servicer  pursuant to Section 7.2 and in such
case,  only to the  extent of the Master  Servicer's  duties  hereunder)  or any
Sub-Servicer  or any Borrower;  any action of the Master Servicer or the Special
Servicer  (other than,  with respect to the Trustee  only,  if the Trustee shall
assume the duties of the Master  Servicer  or the Special  Servicer  pursuant to
Section 7.2 and in

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<PAGE>

such case, only to the extent of the Master  Servicer's duties hereunder) or any
Sub-Servicer  taken in the  name of the  Trustee,  except  with  respect  to the
Trustee,  to the extent such action is taken at the express written direction of
the Trustee;  the failure of the Master Servicer or the Special  Servicer (other
than in each case, with respect to the Trustee only, if the Trustee shall assume
the duties of the Master  Servicer or the Special  Servicer  pursuant to Section
7.2 and in such  case,  only  to the  extent  of the  Master  Servicer's  duties
hereunder) or any  Sub-Servicer  to act or perform any duties  required of it on
behalf of the Trust Fund or the Trustee hereunder;  or any action by or omission
of the Trustee taken at the  instruction  of the Master  Servicer or the Special
Servicer  (other than in each case,  with  respect to the Trustee  only,  if the
Trustee shall assume the duties of the Master  Servicer or the Special  Servicer
pursuant  to  Section  7.2 and is such  case,  only to the  extent of the Master
Servicer's  duties  hereunder) unless the taking of such action is not permitted
by the express terms of this Agreement;  provided,  however,  that the foregoing
shall not relieve the Trustee or any Fiscal Agent of its  obligation  to perform
its duties as specifically set forth in this Agreement. None of the Trustee, any
Fiscal Agent nor the Certificate  Administrator shall be accountable for the use
or application by the Depositor,  the Master Servicer or the Special Servicer of
any of the Certificates or of the proceeds of such Certificates,  or for the use
or application of any funds paid to the  Depositor,  the Master  Servicer or the
Special  Servicer in respect of the Mortgage  Loans or deposited in or withdrawn
from the Collection Account, or the Distribution  Account by the Depositor,  the
Master Servicer or the Special  Servicer,  other than in each case, with respect
to the  Certificate  Administrator  only,  any  funds  held  by the  Certificate
Administrator.  The Trustee  (unless the Trustee shall have become the successor
Master Servicer),  the Certificate  Administrator or any Fiscal Agent shall have
no responsibility for (A) filing any financing or continuation  statement in any
public office at any time or to otherwise  perfect or maintain the perfection of
any  security  interest  or lien  granted  to it  hereunder  or to  record  this
Agreement,  (B) seeing to any insurance,  (C) seeing to the payment or discharge
of any tax, assessment,  or other governmental charge or any lien or encumbrance
of any kind owing with  respect to,  assessed or levied  against any part of the
Trust  Fund,  or (D)  confirming  or  verifying  the  contents of any reports or
certificates of the Master Servicer  delivered to the Trustee or the Certificate
Administrator  pursuant  to  this  Agreement  believed  by  the  Trustee  or the
Certificate  Administrator to be genuine and to have been signed or presented by
the proper party or parties. In making any calculation  hereunder which includes
as a  component  thereof the payment or  distribution  of interest  for a stated
period  at a stated  rate "to the  extent  permitted  by  applicable  law,"  the
Certificate  Administrator shall assume that such payment is so permitted unless
a Responsible Officer of the Certificate  Administrator has actual knowledge, or
receives  an Opinion  of Counsel  (at the  expense of the Person  asserting  the
impermissibility)  to  the  effect,  that  such  payment  is  not  permitted  by
applicable law.

          Section   8.4.   Trustee  and   Certificate   Administrator   May  Own
Certificates.

     The Trustee,  any Fiscal Agent and the Certificate  Administrator  in their
individual  capacities or any other  capacity may become the owner or pledgee of
Certificates,  and may deal with the  Depositor,  the  Master  Servicer  and the
Special Servicer in banking  transactions,  with the same rights each would have
if it were not Trustee, Fiscal Agent or Certificate Administrator.

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<PAGE>

          Section 8.5. Payment of Trustee's and Certificate Administrator's Fees
and Expenses; Indemnification.

          (a) The Master  Servicer shall pay from the Collection  Account to the
Certificate  Administrator  for deposit  into the  Distribution  Account on each
Remittance  Date the Trustee Fee (which shall not be limited by any provision of
law in regard to the compensation of a trustee or a certificate administrator of
an express  trust).  On each  Distribution  Date,  prior to the  distribution of
amounts  to the  Certificateholders,  the  Certificate  Administrator  shall pay
itself and the Trustee from  amounts  remitted to the  Distribution  Account the
Trustee Fee as reasonable  compensation for all services rendered by the Trustee
and the Certificate  Administrator 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 and the Certificate Administrator,  respectively, at the Trustee Fee
Rate from which an amount equal to the  Certificate  Administrator  Fee shall be
paid to the  Certificate  Administrator  and the remainder  shall be paid to the
Trustee.  The Certificate  Administrator shall pay the routine fees and expenses
of the Certificate Registrar, the Paying Agent, the applicable Custodian and the
Authenticating Agent. Neither the Trustee's nor the Certificate  Administrator's
rights to their  respective  portions of the Trustee Fee may be  transferred  in
whole or in part except in connection  with the transfer of all of the Trustee's
responsibilities and obligations under this Agreement.

          (b)  Except  as  otherwise   provided  herein,  the  Trustee  and  the
Certificate  Administrator  shall  each  pay  all  expenses  incurred  by  it in
connection  with its activities  hereunder.  The Master Servicer and the Special
Servicer  covenant and agree to pay or reimburse the Trustee and the Certificate
Administrator for the reasonable  expenses,  disbursements and advances incurred
or made by the Trustee and the Certificate  Administrator in connection with any
transfer of the servicing responsibilities of the Master Servicer or the Special
Servicer,  as applicable  hereunder,  pursuant to or otherwise  arising from the
resignation  or removal of the  Master  Servicer  or the  Special  Servicer,  as
applicable,  in accordance  with any of the  provisions of this  Agreement  (and
including the reasonable fees and expenses and  disbursements of its counsel and
all other  persons  not  regularly  in its  employ),  except  any such  expense,
disbursement  or advance as may arise  from the  negligence  or bad faith of the
Trustee or the Certificate Administrator, as applicable.

          (c)  Each of the  Master  Servicer  and  the  Special  Servicer  shall
indemnify the Trustee,  any Fiscal Agent and the Certificate  Administrator  and
their respective Affiliates and each of the directors,  officers,  employees and
agents of the Trustee, any Fiscal Agent, the Certificate Administrator and their
respective  Affiliates  (each,  an "Indemnified  Party"),  and hold each of them
harmless  against,  any and  all  claims,  losses,  damages,  penalties,  fines,
forfeitures,  reasonable legal fees and related costs, judgments,  and any other
costs,  fees and expenses that the  Indemnified  Party may sustain in connection
with this Agreement (including without limitation any liability, cost or expense
arising  from  the  Master  Servicer's  or  Special   Servicer's   negligent  or
intentional  misuse of any power of attorney granted pursuant to Section 3.1(a))
related to each such party's respective willful  misconduct,  bad faith,  and/or
negligence in the performance of its respective duties hereunder or by reason of
negligent   disregard  of  its  respective   obligations  and  duties  hereunder
(including in the case of the Master Servicer or the Special Servicer, any agent
of the Master Servicer or the Special Servicer).

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<PAGE>

          (d) The Trust Fund shall  indemnify each  Indemnified  Party from, and
hold it harmless against, any and all losses,  liabilities,  damages,  claims or
expenses  (including  reasonable  attorneys'  fees)  arising  in respect of this
Agreement  or the  Certificates,  in each  case to the  extent,  and only to the
extent, such payments are "unanticipated  expenses incurred by the REMIC" within
the meaning of Treasury  Regulation Section  1.860G-1(b)(3)(ii),  other than (i)
those  resulting  from the  negligence,  bad faith or willful  misconduct of the
Trustee or the Certificate Administrator,  respectively, (ii) those specifically
required to be borne thereby  pursuant to the terms hereof,  including,  without
limitation,  pursuant to Section  10.3(c) and Section 10.5 and (iii) those as to
which such Indemnified Party has received  indemnification  payments pursuant to
Section   8.5(c)   within  30  days  after  the  request   therefor.   The  term
"unanticipated  expenses  incurred by a REMIC" shall include any fees,  expenses
and  disbursements  of any separate trustee or co-trustee  appointed  hereunder,
only to the extent such fees,  expenses and  disbursements  were not  reasonably
anticipated as of the Closing Date and the losses, liabilities,  damages, claims
or expenses  (including  reasonable  attorneys' fees) incurred or advanced by an
Indemnified  Party  in  connection  with  any  litigation  arising  out of  this
Agreement,  including,  without  limitation,  under  Section  2.3,  Section 7.1,
Section 8.11 and Section 10.3.  The right of  reimbursement  of the  Indemnified
Parties  under  this  Section  8.5(d)  shall  be  senior  to the  rights  of all
Certificateholders. The foregoing shall not be deemed to preclude an Indemnified
Party from being  reimbursed for any such loss,  liability or expense  otherwise
reimbursable pursuant to this Agreement.

          (e) Notwithstanding  anything herein to the contrary, this Section 8.5
shall survive the  termination or maturity of this Agreement or the  resignation
or removal of the Trustee, the Certificate Administrator and any Fiscal Agent as
regards rights accrued prior to such resignation or removal and (with respect to
any acts or omissions during their respective tenures) the resignation,  removal
or termination of the Master Servicer or the Special Servicer.

          (f) This Section 8.5 shall be expressly construed to include,  but not
be  limited  to,  such  indemnities,   compensation,   expenses,  disbursements,
advances, losses, liabilities, damages and the like, as may pertain or relate to
any environmental law or environmental matter.

          Section  8.6.  Eligibility  Requirements  for Trustee and  Certificate
Administrator.

          (a) Each of the Trustee and the  Certificate  Administrator  hereunder
shall  at all  times  be a  bank,  trust  company,  corporation  or  association
organized and doing business under the laws of the United States of America, any
state  thereof,  or the  District  of  Columbia  authorized  under  such laws to
exercise  corporate  trust powers and to accept the trust  conferred  under this
Agreement,  having a combined capital and surplus of at least $100,000,000 and a
rating on its unsecured  senior long-term debt of at least "AA-" by S&P or "Aa3"
by Moody's  (unless a Fiscal Agent is appointed and acting  hereunder that has a
long-term  senior unsecured debt rating that is at least "AA" (without regard to
any  plus or  minus)  by S&P or  "Aa3"  by  Moody's),  unless  a  Rating  Agency
Confirmation  is obtained  with respect to a lower rating (the cost,  if any, of
obtaining  such  confirmation  to be  paid  by the  Trustee  or the  Certificate
Administrator,  as  applicable)  and subject to  supervision  or  examination by
federal or state authority. If a corporation or association publishes reports of
condition  at least  annually,  pursuant  to law or to the  requirements  of the
aforesaid supervising or examining authority,  then for

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<PAGE>

purposes of this  Section the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so published.

          (b) The Trustee shall not be an Affiliate of any Placement  Agent, the
Depositor,  any Person that is the  Borrower  for more than 5% of the  aggregate
principal  balance of the  Mortgage  Loans as of the  Cut-off  Date,  the Master
Servicer or the Special  Servicer (except during any period when the Trustee has
assumed  the  duties  of  the  Master  Servicer  or  the  Special  Servicer,  as
applicable, pursuant to Section 7.2).

          (c) The Trustee and the Certificate  Administrator  shall at all times
meet the  requirements of Rule  3a-7(a)(4)(i)  promulgated  under the Investment
Company Act of 1940, as amended.

          (d) The Trustee and the  Certificate  Administrator  shall  obtain and
maintain  at its own expense  and keep in full force and effect  throughout  the
term of this  Agreement an errors and omissions  insurance  policy  covering its
officers and employees in connection  with its activities  under this Agreement.
Coverage  of the  Trustee  or the  Certificate  Administrator  as an  additional
insured  under a policy or bond  obtained by an  Affiliate of the Trustee or the
Certificate Administrator, as applicable, shall satisfy the requirements of this
Section  8.6(d).  So  long  as  the  long  term  rating  of the  Trustee  or the
Certificate  Administrator,  as applicable (or the parent company of the Trustee
or the Certificate  Administrator,  as applicable),  is not less than two rating
categories  (ignoring  pluses and minuses)  lower than the highest rating of the
Certificates,  the Trustee or the Certificate  Administrator,  as applicable (or
the  parent  company  of  the  Trustee  or  the  Certificate  Administrator,  as
applicable),  may self insure with respect to any errors and omissions insurance
policy.

          (e) In the event that the place of  business  from  which the  Trustee
administers the Trust Fund is a state or local  jurisdiction  that imposes a tax
on the Trust Fund or the net income of a REMIC  (other than a tax  corresponding
to a tax imposed under the REMIC  Provisions),  the Trustee shall elect,  at its
sole  discretion,  either to (i) resign  immediately  in the manner and with the
effect  specified in Section  8.7,  (ii) pay such tax and continue as Trustee or
(iii)  administer the Trust Fund from a state and local  jurisdiction  that does
not impose such a tax.

          (f) In case at any time the Trustee or the  Certificate  Administrator
shall cease to be eligible in  accordance  with the  provisions of this Section,
the  Trustee or the  Certificate  Administrator,  as  applicable,  shall  resign
immediately in the manner and with the effect specified in Section 8.7.

          Section  8.7.  Resignation  and Removal of the Trustee or  Certificate
Administrator.

     The Trustee and the Certificate Administrator 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, the Operating Adviser
and each Rating  Agency.  Upon such notice of  resignation  of the Trustee,  any
Fiscal Agent shall also be  automatically  removed.  The Master  Servicer  shall
promptly appoint a successor Trustee or a successor  Certificate  Administrator,
which  appointment of successor Trustee or successor  Certificate  Administrator

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<PAGE>

shall be subject to a Rating Agency Confirmation,  and a successor Fiscal Agent,
which, if the successor Trustee is not rated by each Rating Agency in one of its
two highest long-term unsecured debt rating categories (without regard to pluses
or minuses or numerical qualifiers), the successor Fiscal Agent shall be subject
to a  Rating  Agency  Confirmation.  The  appointment  shall  be  by  a  written
instrument  executed in triplicate,  which  instrument shall be delivered to the
resigning  Trustee  or  Certificate  Administrator,  with a copy to the  removed
Fiscal Agent, if any, and the successor Trustee or Certificate Administrator and
successor  Fiscal  Agent,  if any. The cost,  if any, of obtaining the foregoing
confirmations   shall  be  paid  by  the   resigning   Trustee  or   Certificate
Administrator,  as applicable.  Notwithstanding  the foregoing,  if no successor
Trustee and Fiscal Agent or Certificate Administrator, as applicable, shall have
been so appointed and have accepted  appointment within 30 days after the giving
of such notice of resignation,  the resigning Trustee and departing Fiscal Agent
or resigning Certificate Administrator, as applicable, may petition any court of
competent  jurisdiction for the appointment of a successor Trustee and successor
Fiscal Agent or successor Certificate Administrator, as applicable.

     If at any time the Trustee or Certificate  Administrator  shall cease to be
eligible  in  accordance  with the  provisions  of Section 8.6 and shall fail to
resign after written request therefor by the Depositor or Master Servicer, or if
at any time the Trustee or any Fiscal Agent or Certificate  Administrator  shall
become  incapable of acting,  or shall be adjudged  bankrupt or insolvent,  or a
receiver of the Trustee or any Fiscal Agent or Certificate  Administrator  or of
its property  shall be  appointed,  or any public  officer  shall take charge or
control of the Trustee or any Fiscal Agent or  Certificate  Administrator  or of
its  property  or affairs  for the purpose of  rehabilitation,  conservation  or
liquidation or the Master Servicer receives notice from a Rating Agency that the
Trustee  or  Certificate  Administrator  is no longer  eligible  and may cause a
downgrade or withdrawal  of the current  ratings  assigned to the  Certificates,
then the  Depositor  or the Master  Servicer  shall  remove the  Trustee and any
Fiscal Agent or the Certificate Administrator, as applicable, and shall promptly
appoint  a  successor   Trustee  and  successor  Fiscal  Agent  or  a  successor
Certificate Administrator,  as applicable, by written instrument, which shall be
delivered to the Trustee and any Fiscal Agent or  Certificate  Administrator  so
removed and to the successor  Trustee and successor  Fiscal Agent or a successor
Certificate Administrator, as applicable.

     The Holders of Certificates entitled to a majority of the Voting Rights may
at any time  remove the  Trustee  and any Fiscal  Agent (and any  removal of the
Trustee  shall  cause  any  Fiscal  Agent to be  automatically  removed)  or the
Certificate  Administrator  and appoint a successor Trustee and successor Fiscal
Agent or a successor Certificate Administrator,  as applicable (each meeting the
requirements  of Section 8.8), by written  instrument or  instruments,  in seven
originals,  signed by such Holders or their  attorneys-in-fact  duly authorized,
one complete set of which instruments  shall be delivered to the Depositor,  one
complete set to the Master Servicer,  one complete set to the Special  Servicer,
one complete set to the Trustee or  Certificate  Administrator  so removed,  one
complete set to the removed  Fiscal  Agent,  one  complete set to the  successor
Trustee or successor Certificate Administrator so appointed and one complete set
to the successor  Fiscal Agent so appointed.  Such removal of the Trustee and/or
Fiscal Agent or Certificate Administrator,  if without cause, shall be effective
upon  the  payment  to  the  Trustee  and  any  Fiscal   Agent  or   Certificate
Administrator  of  all  reasonable  costs  and  expenses  incurred


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by them in  connection  with  such  removal  (which  costs  shall  be paid as an
Additional Trust Fund Expense).

     In the event of the resignation or removal of the Trustee, any Fiscal Agent
shall be entitled to resign,  it being  understood  that no initial Fiscal Agent
shall be required.

     Any resignation or removal of the Certificate  Administrator or Trustee and
Fiscal  Agent  and  appointment  of a  successor  Certificate  Administrator  or
successor Trustee and, if such trustee is not rated by each Rating Agency in one
of its two highest long-term unsecured debt rating categories (without regard to
pluses or minuses or numerical  designation),  a successor Fiscal Agent pursuant
to any of the  provisions of this Section 8.7 shall not become  effective  until
acceptance  of  appointment  by  the  successor  Certificate   Administrator  or
successor Trustee and, if necessary, Fiscal Agent as provided in Section 8.8.

          Section 8.8. Successor Trustee or Successor Certificate Administrator.

     Any successor  Certificate  Administrator,  any  successor  Trustee and any
successor  Fiscal  Agent  appointed  as provided  in Section 8.7 shall  execute,
acknowledge  and deliver to the  Depositor  and to the  predecessor  Certificate
Administrator, predecessor Trustee and predecessor Fiscal Agent, as the case may
be,  instruments  accepting  their  appointment  hereunder,  and  thereupon  the
resignation or removal of the predecessor Certificate Administrator, predecessor
Trustee or  predecessor  Fiscal Agent shall become  effective and such successor
Certificate  Administrator  or successor  Trustee and  successor  Fiscal  Agent,
without any further act, deed or conveyance,  shall become fully vested with all
the rights,  powers, duties and obligations of its predecessor  hereunder,  with
the like effect as if originally  named as Certificate  Administrator or Trustee
herein,  provided  that a Rating  Agency  Confirmation  has been  obtained  with
respect  to the  appointment  of such  successor  Certificate  Administrator  or
successor  Trustee and successor  Fiscal  Agent.  The cost, if any, of obtaining
such confirmation shall be paid by the Trustee or Certificate Administrator,  as
applicable,  that  resigned or was  removed,  unless the Trustee or  Certificate
Administrator,  as  applicable,  was  removed  without  cause by the  Holders of
Certificates  entitled  to a majority of the Voting  Rights,  in which case such
costs shall be an Additional  Trust Fund  Expense.  The  predecessor  Trustee or
Certificate Administrator, as applicable, shall deliver to the successor Trustee
all Mortgage Files and related documents and statements held by it hereunder (at
the  expense  of the  Trust  Fund  if  removal  of the  predecessor  Trustee  or
Certificate Administrator, as applicable, was without cause), and the Depositor,
and the predecessor  Certificate  Administrator  or the predecessor  Trustee and
predecessor  Fiscal Agent shall execute and deliver such instruments and do such
other things as may reasonably be required for more fully and certainly  vesting
and confirming in the successor  Certificate  Administrator or successor Trustee
and successor Fiscal Agent all such rights,  powers, duties and obligations.  No
successor  Certificate  Administrator  or successor  Trustee or successor Fiscal
Agent shall  accept  appointment  as provided in this  Section 8.8 unless at the
time of such  acceptance  such successor  Certificate  Administrator,  successor
Trustee or successor  Fiscal  Agent shall be eligible  under the  provisions  of
Section 8.6.

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     Upon  acceptance of appointment by a successor  Certificate  Administrator,
successor Trustee or successor Fiscal Agent as provided in this Section 8.8, the
Certificate  Administrator (or successor  Certificate  Administrator) shall mail
notice of the succession of such Certificate Administrator or Trustee and Fiscal
Agent  hereunder to all Holders of  Certificates  at their addresses as shown in
the Certificate Register.

          Section  8.9.  Merger  or  Consolidation  of  Trustee  or  Certificate
Administrator.

     Any corporation into which the Certificate  Administrator or Trustee may be
merged or  converted  or with which it may be  consolidated  or any  corporation
resulting from any merger,  conversion or consolidation to which the Certificate
Administrator or Trustee shall be a party, or any corporation  succeeding to all
or  substantially  all of  the  corporate  trust  business  of  the  Certificate
Administrator   or  Trustee,   shall  be  the   successor  of  the   Certificate
Administrator  or  Trustee,  as  applicable,   hereunder,   provided  that  such
corporation  shall be eligible  under the provisions of Section 8.6 and a Rating
Agency  Confirmation  has been obtained,  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.  Any Person into which any Fiscal Agent
may be  merged  or  converted  or  with  which  it may  be  consolidated  or any
corporation or bank resulting from any merger,  conversion or  consolidation  to
which  any  Fiscal  Agent  shall  be a  party,  or any  corporation  or  banking
association  succeeding  to all or  substantially  all  of the  corporate  trust
business  of any  Fiscal  Agent  shall  be the  successor  of any  Fiscal  Agent
hereunder,  provided that such  corporation  or bank shall be eligible under the
provisions  of Section  8.6 and a Rating  Agency  Confirmation  has be  obtained
without the  execution  or filing of any paper or any farther act on the part of
any of the parties hereto, anything to the contrary notwithstanding.

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

     Notwithstanding  any other provisions  hereof, at any time, for the purpose
of meeting any legal  requirements of any  jurisdiction in which any part of the
Trust  Fund or  property  securing  the  same may at the  time be  located,  the
Depositor and the Trustee  acting jointly shall have the power and shall execute
and  deliver all  instruments  to appoint  one or more  Persons  approved by the
Trustee to act (at the expense of the  Trustee) as  co-trustee  or  co-trustees,
jointly with the Trustee,  or separate trustee or separate  trustees,  of all or
any part of the  Trust  Fund,  and to vest in such  Person or  Persons,  in such
capacity, such title to the Trust Fund, or any part thereof, and, subject to the
other provisions of this Section 8.10, such powers, duties, obligations,  rights
and trusts as the Depositor and the Trustee may consider necessary or desirable.
If the  Depositor  shall no longer be in  existence  or shall not have joined in
such  appointment  within 15 days after the receipt by it of a request so to do,
or in case an Event of  Default  shall  have  occurred  and be  continuing,  the
Trustee alone shall have the power to make such appointment.  Except as required
by applicable law, the appointment of a co-trustee or separate trustee shall not
relieve the Trustee of its responsibilities hereunder. No co-trustee or separate
trustee  hereunder  shall be  required  to meet the  terms of  eligibility  as a
successor  Trustee  under  Section  8.6  hereunder  and

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<PAGE>

no notice to Holders of  Certificates  of the  appointment of  co-trustee(s)  or
separate trustee(s) shall be required under Section 8.8.

     In the case of any appointment of a co-trustee or separate trustee pursuant
to this Section 8.10, all rights,  powers,  duties and obligations  conferred or
imposed upon the Trustee  shall be  conferred  or imposed upon and  exercised or
performed by the Trustee and such  separate  trustee or  co-trustee  jointly (it
being  understood that such separate  trustee or co-trustee is not authorized to
act separately  without the Trustee  joining in such act),  except to the extent
that under any law of any  jurisdiction  in which any particular act or acts are
to be  performed  (whether as Trustee  hereunder  or as  successor to the Master
Servicer hereunder),  the Trustee shall be incompetent or unqualified to perform
such act or acts,  in which event such rights,  powers,  duties and  obligations
(including the holding of title to the Trust Fund or any portion  thereof in any
such jurisdiction)  shall be exercised and performed by such separate trustee or
co-trustee solely at the direction of the Trustee.

     No trustee under this Agreement shall be personally liable by reason of any
act or omission of any other trustee under this Agreement. The Depositor and the
Trustee acting  jointly may at any time accept the  resignation of or remove any
separate  trustee or  co-trustee,  except that if the  Depositor is no longer in
existence,  or if the  separate  trustee or  co-trustee  is an  employee  of the
Trustee,  the Trustee  acting alone may accept the  resignation of or remove any
separate trustee or co-trustee.

     Any notice,  request or other  writing given to the Trustee shall be deemed
to have been given to each of the then  separate  trustees and  co-trustees,  as
effectively  as if  given  to each of  them.  Every  instrument  appointing  any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article  VIII.  Every such  instrument  shall be filed with the Trustee.
Each  separate  trustee  and  co-trustee,  upon  its  acceptance  of the  trusts
conferred,  shall be  vested  with the  estates  or  property  specified  in its
instrument of appointment, either jointly with the Trustee or separately, as may
be  provided  therein,   subject  to  all  the  provisions  of  this  Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording  protection to, the Trustee.  In no
event shall any such separate trustee or co-trustee be entitled to any provision
relating to the conduct of, affecting the liability of, or affording  protection
to such separate  trustee or co-trustee  that imposes a standard of conduct less
stringent  than  that  imposed  on  the  Trustee  hereunder,  affording  greater
protection  than that  afforded to the Trustee  hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.

     Any separate trustee or co-trustee may, at any time, constitute the Trustee
its agent or attorney-in-fact,  with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate  trustee or  co-trustee  shall die,
become  incapable  of  acting,  resign  or  be  removed,  all  of  its  estates,
properties, rights, remedies and trusts hereunder shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

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          Section 8.11. Authenticating Agent.

     The  Certificate  Administrator  may  appoint  an  Authenticating  Agent to
execute  and to  authenticate  Certificates.  The  Authenticating  Agent must be
acceptable to the  Depositor  and the Master  Servicer and must be a corporation
organized and doing  business  under the laws of the United States of America or
any state,  having a principal  office and place of business in a state and city
acceptable to the Depositor and the Master  Servicer,  having a combined capital
and surplus of at least  $15,000,000,  authorized  under such laws to do a trust
business  and  subject  to  supervision  or  examination  by  federal  or  state
authorities.  The Certificate  Administrator shall pay the Authenticating  Agent
reasonable  compensation  from its own funds and the  Certificate  Administrator
shall remain liable for all actions of any Authenticating Agent and shall not be
relieved of any of its  obligations  hereunder.  The  Certificate  Administrator
shall  serve  as  the   initial   Authenticating   Agent  and  the   Certificate
Administrator hereby accepts such appointment.

     Any  corporation  into  which  the  Authenticating  Agent  may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which the Authenticating  Agent
shall be party, or any corporation  succeeding to the corporate  agency business
of the  Authenticating  Agent,  shall be the  Authenticating  Agent  without the
execution  or  filing  of any  paper  or any  further  act  on the  part  of the
Certificate Administrator or the Authenticating Agent.

     The Authenticating Agent may at any time resign by giving at least 30 days'
advance  written  notice of resignation to the  Certificate  Administrator,  the
Depositor,  the  Special  Servicer  and the  Master  Servicer.  The  Certificate
Administrator may at any time terminate the agency of the  Authenticating  Agent
by giving  written  notice  of  termination  to the  Authenticating  Agent,  the
Depositor, the Special Servicer and the Master Servicer. Upon receiving a notice
of  resignation  or  upon  such  a  termination,  or in  case  at any  time  the
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section 8.11, the  Certificate  Administrator  promptly shall
appoint a  successor  Authenticating  Agent,  which shall be  acceptable  to the
Master Servicer and the Depositor,  and shall mail notice of such appointment to
all  Certificateholders.  Any successor  Authenticating Agent upon acceptance of
its  appointment  hereunder  shall  become  vested with all the rights,  powers,
duties and responsibilities of its predecessor hereunder, with like effect as if
originally named as  Authenticating  Agent herein.  No successor  Authenticating
Agent shall be appointed  unless  eligible  under the provisions of this Section
8.11.

     The Authenticating  Agent shall have no responsibility or liability for any
action taken by it as such at the  direction of the  Certificate  Administrator.
The Certificate  Administrator  shall pay the  Authenticating  Agent  reasonable
compensation from its own funds.

          Section 8.12. Appointment of Custodians.

          (a) The Trustee  shall serve as the initial  Custodian for the LaSalle
Loans. The Certificate  Administrator  shall serve as the initial  Custodian for
the remaining Mortgage Loans. The Trustee and the Certificate  Administrator may
each  appoint  one or more third  party  Custodians  to hold all or a portion of
their  respective  Mortgage  Files as agent for the  Trustee

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<PAGE>

or the Certificate  Administrator,  as applicable,  by entering into a Custodial
Agreement.  The Trustee and the Certificate  Administrator  agree to comply with
the terms of each Custodial  Agreement to which it is a party and to enforce the
terms and provisions thereof against the applicable Custodian for the benefit of
the Certificateholders. Each Custodial Agreement may be amended only as provided
in Section 11.7. The Trustee or the  Certificate  Administrator,  as applicable,
shall pay the applicable  Custodian  reasonable  compensation from its own funds
and the Trustee or the Certificate  Administrator,  as applicable,  shall remain
liable for all actions of any of their  respective  Custodians  and shall not be
relieved of any of their respective obligations hereunder.

          (b)  Each  Custodian  shall be a  depository  institution  subject  to
supervision  by federal or state  authority,  shall have a combined  capital and
surplus of at least  $10,000,000,  shall have a long-term  senior unsecured debt
rating of at least "Baa2" from Moody's,  unless a Rating Agency Confirmation has
been obtained from Moody's (the cost, if any, of obtaining such  confirmation to
be paid by the Trustee or the Certificate Administrator, as applicable; provided
that such appointment was made by the Trustee or the Certificate  Administrator,
as  applicable,  in its sole  discretion  and otherwise by the Trust Fund),  and
shall be  qualified  to do  business in the  jurisdiction  in which it holds any
Mortgage File.

          (c) Each  Custodian  shall  maintain a fidelity bond and shall keep in
force  during  the term of this  Agreement  a policy or  policies  of  insurance
covering  loss  occasioned  by the  errors and  omissions  of its  officers  and
employees in connection with its obligations  hereunder.  All fidelity bonds and
policies of errors and omissions  insurance  obtained under this Section 8.12(c)
shall be issued by a Qualified  Insurer.  Each Custodian shall be deemed to have
complied with the  requirement  for a fidelity bond if one of its Affiliates has
such  fidelity  bond  coverage  and,  by the terms of such  fidelity  bond,  the
coverage   afforded   thereunder   extends   to   the   applicable    Custodian.
Notwithstanding  the  foregoing,   so  long  as  the  long-term  unsecured  debt
obligations of the applicable  Custodian or its corporate parent have been rated
"A" or better by S&P and "A2" or better by  Moody's,  the  applicable  Custodian
shall be entitled to provide  self-insurance or obtain from its corporate parent
adequate insurance,  as applicable,  with respect to its obligation hereunder to
maintain a fidelity bond or an errors and omissions insurance policy.

          Section 8.13. Appointment of Fiscal Agent.

          (a)  Insofar as the  Trustee  would not  otherwise  satisfy the rating
requirements  of Section  8.6,  the Trustee may appoint,  at the  Trustee's  own
expense,   a  Fiscal  Agent  for  purposes  of  exercising  and  performing  the
obligations  and duties  imposed upon the Fiscal Agent by Sections 3.22 and 4.5.
Any Fiscal Agent shall at all times  maintain a long-term  unsecured debt rating
of no less than "Aa2" from  Moody's and "AA" from S&P (or, in the case of either
Rating  Agency,  such lower rating as to which the Trustee has received a Rating
Agency  Confirmation).  Any Person so appointed by the Trustee  pursuant to this
Section  8.13(a)  shall  become  the  Fiscal  Agent on the date as of which  the
Trustee and the Depositor have received:  (i) if the long-term unsecured debt of
the  designated  Person is not rated as least  "Aa2" from  Moody's and "AA" from
S&P, a Rating  Agency  Confirmation  from each Rating Agency with respect to the
appointment of such  designated  Person;  (ii) a written  agreement  whereby the
designated  Person is appointed  as, and agrees to assume and perform the duties
of, Fiscal Agent

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<PAGE>

hereunder,  executed by such designated  Person and the Trustee (such agreement,
the "Fiscal Agent  Agreement");  and (iii) an Opinion of Counsel (which shall be
paid for by the designated  Person or the Trustee)  substantially  to the effect
that (A) the appointment of the designated Person to serve as Fiscal Agent is in
compliance with this Section 8.13, (B) the designated  Person is duly organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization,  (C) the related Fiscal Agent Agreement has been duly  authorized,
executed  and  delivered by the  designated  Person and (D) upon  execution  and
delivery of the related Fiscal Agent Agreement,  the designated  Person shall be
bound by the terms of this  Agreement and,  subject to customary  bankruptcy and
insolvency exceptions and customary equity exceptions, that this Agreement shall
be enforceable  against the designated  Person in accordance with its terms. Any
Person that acts as Fiscal Agent shall,  for so long as it so acts,  be deemed a
party to this Agreement for all purposes hereof.  Pursuant to the related Fiscal
Agent  Agreement,  each Fiscal Agent,  if any,  shall make  representations  and
warranties  with  respect  to itself  that are  comparable  to those made by the
Trustee pursuant to Section 8.14.

          (b)  Notwithstanding  anything  contained  in  this  Agreement  to the
contrary,  any Fiscal Agent shall be entitled to all  limitations  on liability,
rights of  reimbursement  and  indemnities  to which  the  Trustee  is  entitled
hereunder  (including  pursuant to Sections 8.5(b) and 8.5(c)) as if it were the
Trustee,  except  that all fees and  expenses  of any Fiscal  Agent  (other than
interest owed to such Fiscal Agent in respect of unreimbursed Advances) incurred
by such Fiscal Agent in connection  with the  transactions  contemplated by this
Agreement shall be borne by the Trustee, and neither the Trustee nor such Fiscal
Agent shall be entitled to  reimbursement  therefor  from any of the Trust,  the
Depositor, the Master Servicer or the Special Servicer.

          (c) The Fiscal Agent  undertakes  to perform such duties and only such
duties as are specifically set forth in Sections 3.22 and 4.5.

          (d) To the extent that the Trustee is required,  pursuant to the terms
of this Agreement, to make any Advance,  whether as successor Master Servicer or
otherwise,  and has failed to do so in  accordance  with the terms  hereof,  the
Fiscal  Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder.  To the  extent  that the  Fiscal  Agent  (if any)  makes an  Advance
pursuant to this  Section  8.13 or  otherwise  pursuant to this  Agreement,  the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

          (e) The obligations of any Fiscal Agent set forth in this Section 8.13
or  otherwise  pursuant  to this  Agreement  shall exist only for so long as the
Trustee that appointed it shall act as Trustee  hereunder.  Any Fiscal Agent may
resign or be  removed  by the  Trustee  only if and when the  existence  of such
Fiscal Agent is no longer  necessary for such Trustee to satisfy the eligibility
requirements  of Section 8.6;  provided that any Fiscal Agent shall be deemed to
have  resigned  at such time as the  Trustee  that  appointed  it  resigns or is
removed as Trustee hereunder (in which case the  responsibility for appointing a
successor  Fiscal Agent in accordance with this Section 8.13 shall belong to the
successor  Trustee  insofar as such  appointment is necessary for such successor
Trustee to satisfy the eligibility requirements of Section 8.6).


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          (f) The Trustee shall promptly notify the other parties hereto and the
     Certificateholders in writing of the appointment, resignation or removal of
     any Fiscal Agent.

          (g) No provision of this  Agreement  shall be construed to relieve any
     Fiscal Agent from liability for its own negligent failure to act, bad faith
     or its own willful misfeasance;  provided, however, that (i) the duties and
     obligations  of any Fiscal Agent shall be determined  solely by the express
     provisions  of Sections  3.22 and 4.5, any Fiscal Agent shall not be liable
     except  for the  performance  of such  duties and  obligations,  no implied
     covenants  or  obligations  shall be read into this  Agreement  against any
     Fiscal  Agent  and,  in the  absence of bad faith on the part of any Fiscal
     Agent,  any  Fiscal  Agent  may  conclusively  rely,  as to the  truth  and
     correctness of the statements or conclusions  expressed  therein,  upon any
     resolutions, certificates, statements, opinions, reports, documents, orders
     or other instruments  furnished to any Fiscal Agent by any Person and which
     on their face do not contradict the  requirements  of this  Agreement,  and
     (ii) the  provisions of clauses (ii) and (iv) of Section 8.1(c) shall apply
     to any Fiscal Agent.

          (h) Except as otherwise  provided in Section 8.1(c),  any Fiscal Agent
     also shall have the  benefit of  provisions  of clauses  (i),  (ii),  (iii)
     (other  than the  proviso  thereto),  (iv),  (v)  (other  than the  proviso
     thereto) and (vi) of Section 8.2(a).

          Section 8.14. Representations and Warranties of the Trustee.

          (a) The Trustee hereby  represents,  warrants and covenants that as of
the Closing Date:

               (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  and,  except  to  the  extent  that  the  laws  of  certain
jurisdictions  in which any part of the Trust Fund may be located require that a
co-trustee  or  separate  trustee  be  appointed  to act  with  respect  to such
property, the Trustee has all licenses necessary to carry on its business as now
being  conducted,  and is in compliance with the laws of each state in which any
Mortgaged   Property  is  located,   to  the  extent  necessary  to  ensure  the
enforceability  of each  Mortgage  Loan in  accordance  with  the  terms of this
Agreement;

               (ii) The  Trustee has the full  corporate  power,  authority  and
legal right to execute and deliver this  Agreement  and to perform in accordance
herewith;  the execution  and delivery of this  Agreement by the Trustee and its
performance  and compliance  with the terms of this Agreement do not violate the
Trustee's  charter  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  contract,  agreement  or other  instrument  to which the
Trustee  is a party or which  may be  applicable  to the  Trustee  or any of its
assets,  which default or breach would have  consequences  that would materially
and adversely affect the financial condition or operations of the Trustee or its
properties  taken as a whole or impair the  ability of the Trust Fund to realize
on the Mortgage Loans;

               (iii)  This  Agreement  has  been  duly and  validly  authorized,
executed and delivered by the Trustee and, assuming due authorization, execution
and delivery by the other parties hereto, constitutes a legal, valid and binding
obligation of the Trustee,  enforceable

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against  it in  accordance  with the  terms of this  Agreement,  except  as such
enforcement   may  be  limited  by   bankruptcy,   insolvency,   reorganization,
liquidation,  receivership,  moratorium  or other laws  relating to or affecting
creditors' rights generally,  or by general  principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);

               (iv) The Trustee is not in violation  of, and the  execution  and
delivery of this  Agreement by the Trustee and its  performance  and  compliance
with the terms of this  Agreement  will not  constitute a violation with respect
to, any state or federal statute,  any order or decree of any court or any order
or regulation of any federal,  state,  municipal or  governmental  agency having
jurisdiction,  or result in the creation or  imposition  of any lien,  charge or
encumbrance  which,  in any such  event,  would  have  consequences  that  would
materially  and adversely  affect the  financial  condition or operations of the
Trustee or its  properties  taken as a whole or impair the  ability of the Trust
Fund to realize on the Mortgage Loans;

               (v) There are no actions, suits or proceedings pending or, to the
knowledge of the Trustee,  threatened,  against the Trustee which, either in any
one instance or in the aggregate, would result in any material adverse change in
the  business,  operations  or  financial  condition  of the  Trustee  or  would
materially  impair the ability of the Trustee to perform under the terms of this
Agreement or draw into  question the validity of this  Agreement or the Mortgage
Loans or of any action taken or to be taken in connection  with the  obligations
of the Trustee contemplated herein;

               (vi)  No  consent,  approval,   authorization  or  order  of,  or
registration  or filing with, or notice to any court or  governmental  agency or
body is required for the execution,  delivery and performance by the Trustee of,
or compliance by the Trustee with, this Agreement or, if required, such approval
has been  obtained  prior to the  Closing  Date,  except to the extent  that the
failure of the Trustee to be qualified as a foreign  corporation  or licensed in
one or more states is not necessary for the enforcement of the Mortgage Loans;

               (vii)  Except  for the  release  of  items in the  Mortgage  File
contemplated by this Agreement,  including, without limitation, as necessary for
the enforcement of the holder's  rights and remedies under the related  Mortgage
Loan, the Trustee covenants and agrees that it shall maintain each Mortgage File
that it holds as custodian  pursuant to Section 8.12 in the State of  Minnesota,
and that it shall not move any such Mortgage File outside the State of Minnesota
(except as otherwise  provided in this  Agreement)  unless it shall first obtain
and  provide,  at the  expense of the Trust  Fund,  an Opinion of Counsel to the
Depositor  and the  Rating  Agencies  to the  effect  that the  Trustee's  first
priority  interest  in the Notes has been  duly and  fully  perfected  under the
applicable laws and regulations of such other jurisdiction; and

               (viii)  Each   officer  or  employee  of  the  Trustee  that  has
responsibilities  concerning the  administration of the Trust Fund is covered by
errors and omissions insurance as required by Section 8.6(d).

          (b)  It  is  understood  and  agreed  that  the   representations  and
warranties set forth in this Section shall survive until the termination of this
Agreement,  and shall inure to the

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benefit  of  the  Master  Servicer,   the  Special  Servicer,   the  Certificate
Administrator  and the Depositor.  Upon  discovery by the Depositor,  the Master
Servicer, the Special Servicer,  the Certificate  Administrator or a Responsible
Officer   of  the   Trustee   (or  upon   written   notice   thereof   from  any
Certificateholder)  of a breach of any of the representations and warranties set
forth in this Section which  materially  and adversely  affects the interests of
the   Certificateholders,   the  Master  Servicer,  the  Special  Servicer,  the
Certificate  Administrator or the Trustee with respect to any Mortgage Loan, the
party  discovering  such breach  shall give prompt  written  notice to the other
parties hereto and to the Rating Agencies.

          Section  8.15.  Representations  and  Warranties  of  the  Certificate
Administrator.

          (a) The  Certificate  Administrator  hereby  represents,  warrants and
covenants that as of the Closing Date:

               (i)  The  Certificate   Administrator   is  a  national   banking
association,  duly  organized,  validly  existing and in good standing under the
laws of the United States of America and the Certificate  Administrator  has all
licenses  necessary to carry on its business as now being  conducted,  and is in
compliance  with the  laws of each  state in which  any  Mortgaged  Property  is
located,  to the extent necessary to ensure the  enforceability of each Mortgage
Loan in accordance with the terms of this Agreement;

               (ii) The Certificate  Administrator has the full corporate power,
authority  and legal right to execute and deliver this  Agreement and to perform
in accordance  herewith;  the  execution  and delivery of this  Agreement by the
Certificate  Administrator  and its performance and compliance with the terms of
this Agreement do not violate the Certificate  Administrator's charter 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
contract,  agreement or other instrument to which the Certificate  Administrator
is a party or which may be applicable to the Certificate Administrator or any of
its  assets,  which  default  or  breach  would  have  consequences  that  would
materially  and adversely  affect the  financial  condition or operations of the
Certificate  Administrator  or its  properties  taken as a whole or  impair  the
ability of the Trust Fund to realize on the Mortgage Loans;

               (iii)  This  Agreement  has  been  duly and  validly  authorized,
executed  and  delivered  by the  Certificate  Administrator  and,  assuming due
authorization, execution and delivery by the other parties hereto, constitutes a
legal,   valid  and  binding   obligation  of  the  Certificate   Administrator,
enforceable against it in accordance with the terms of this Agreement, except as
such  enforcement  may be limited  by  bankruptcy,  insolvency,  reorganization,
liquidation,  receivership,  moratorium  or other laws  relating to or affecting
creditors' rights generally,  or by general  principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law);

               (iv) The  Certificate  Administrator  is not in violation of, and
the execution and delivery of this  Agreement by the  Certificate  Administrator
and its  performance  and  compliance  with the terms of this Agreement will not
constitute a violation with respect to, any state or federal statute,  any order
or  decree  of any  court or any  order or  regulation  of any


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federal, state, municipal or governmental agency having jurisdiction,  or result
in the creation or imposition of any lien,  charge or encumbrance  which, in any
such event,  would have  consequences that would materially and adversely affect
the financial  condition or operations of the Certificate  Administrator  or its
properties  taken as a whole or impair the  ability of the Trust Fund to realize
on the Mortgage Loans;

               (v) There are no actions, suits or proceedings pending or, to the
knowledge of the Certificate Administrator,  threatened, against the Certificate
Administrator  which,  either in any one  instance  or in the  aggregate,  would
result in any material  adverse change in the business,  operations or financial
condition  of the  Certificate  Administrator  or would  materially  impair  the
ability of the  Certificate  Administrator  to  perform  under the terms of this
Agreement or draw into  question the validity of this  Agreement or the Mortgage
Loans or of any action taken or to be taken in connection  with the  obligations
of the Certificate Administrator contemplated herein;

               (vi)  No  consent,  approval,   authorization  or  order  of,  or
registration  or filing with, or notice to any court or  governmental  agency or
body is required for the execution,  delivery and performance by the Certificate
Administrator  of, or compliance by the  Certificate  Administrator  with,  this
Agreement or, if required,  such approval has been obtained prior to the Closing
Date, except to the extent that the failure of the Certificate  Administrator to
be qualified as a foreign  corporation  or licensed in one or more states is not
necessary for the enforcement of the Mortgage Loans;

               (vii)  Except  for the  release  of  items in the  Mortgage  File
contemplated by this Agreement,  including, without limitation, as necessary for
the enforcement of the holder's  rights and remedies under the related  Mortgage
Loan, the Certificate  Administrator covenants and agrees that it shall maintain
each  Mortgage  File that it holds as custodian  pursuant to Section 8.12 in the
State of Illinois, and that it shall not move any such Mortgage File outside the
State of Illinois  (except as otherwise  provided in this  Agreement)  unless it
shall first obtain and provide,  at the expense of the Trust Fund, an Opinion of
Counsel  to the  Depositor  and the  Rating  Agencies  to the  effect  that  the
Trustee's first priority interest in the Notes has been duly and fully perfected
under the applicable laws and regulations of such other jurisdiction; and

               (viii) Each officer or employee of the Certificate  Administrator
that has  responsibilities  concerning the  administration  of the Trust Fund is
covered by errors and omissions insurance as required by Section 8.6(d).

          (b)  It  is  understood  and  agreed  that  the   representations  and
warranties set forth in this Section shall survive until the termination of this
Agreement,  and shall inure to the benefit of the Master  Servicer,  the Special
Servicer,  the Trustee and the Depositor.  Upon discovery by the Depositor,  the
Master Servicer,  the Special Servicer,  the Trustee or a Responsible Officer of
the  Certificate   Administrator  (or  upon  written  notice  thereof  from  any
Certificateholder)  of a breach of any of the representations and warranties set
forth in this Section which  materially  and adversely  affects the interests of
the  Certificateholders,  the Master Servicer, the Special Servicer, the Trustee
or the  Certificate  Administrator  with respect to any

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Mortgage  Loan,  the party  discovering  such breach  shall give prompt  written
notice to the other parties hereto and to the Rating Agencies.

                                  ARTICLE IX.

                                   TERMINATION

          Section 9.1. Termination of Trust Fund.

          (a)  Subject  to  Section  9.3,  the  Trust  Fund  and the  respective
obligations   and   responsibilities   of   the   Depositor,   the   Certificate
Administrator,  the Trustee,  the Master Servicer,  the Special Servicer and any
Fiscal  Agent   hereunder   (other  than  the  obligation  of  the   Certificate
Administrator to make payments to  Certificateholders  on the final Distribution
Date  pursuant to Article IV or  otherwise as set forth in Section 9.2 and other
than  the  obligations  in  the  nature  of  information  or  tax  reporting  or
tax-related  administrative or judicial contests or proceedings) shall terminate
on the earlier of (i) the later of (A) the final payment or other liquidation of
the last  Mortgage  Loan held by the Trust Fund and (B) the  disposition  of the
last REO Property held by the Trust Fund and (ii) the sale of all Mortgage Loans
and any REO Properties held by the Trust Fund in accordance with Section 9.1(b);
provided that in no event shall the Trust Fund created  hereby  continue  beyond
the  expiration  of 21  years  from  the  death  of  the  last  survivor  of the
descendants  of Joseph P. Kennedy,  the late  Ambassador of the United States to
the Court of St. James, living on the date hereof.

          (b) As soon as reasonably  practical,  the  Certificate  Administrator
shall give the  Holders of the  Controlling  Class,  the  Master  Servicer,  the
Special   Servicer  and  the  Majority   Certificateholder   of  the  Class  R-I
Certificates notice of the date when the then current aggregate Stated Principal
Balance of the Mortgage Loans (including,  without limitation,  any REO Mortgage
Loan) will be less than 1% of the initial  aggregate Stated Principal Balance of
the Mortgage Loans as of the Cut-off Date. The Holders of the Controlling  Class
representing a majority  Percentage Interest in such Class, the Master Servicer,
the  Special  Servicer,  and the  Majority  Certificateholder  of the  Class R-I
Certificates  shall  thereafter  be  entitled,  in that  order of  priority,  to
purchase,  in  whole  only,  the  Mortgage  Loans  and any REO  Properties  then
remaining in the Trust Fund.  If any such party desires to exercise such option,
it will notify the Trustee and the Certificate Administrator who will notify any
other such party with a prior right to exercise  such option.  If any such party
that has been so provided notice by the Certificate  Administrator  notifies the
Certificate Administrator within ten Business Days after receiving notice of the
proposed  purchase that it wishes to purchase the assets of the Trust Fund, then
such party (or,  in the event that more than one of such  parties  notifies  the
Certificate  Administrator  during  any  Collection  Period  that it  wishes  to
purchase  the  assets  of the Trust  Fund,  the  party  with the first  right to
purchase the assets of the Trust Fund) may purchase the assets of the Trust Fund
in accordance with this Agreement.  The "Termination  Price" shall equal the sum
of (i) the aggregate Repurchase Price of all the remaining Mortgage Loans (other
than  REO  Mortgage  Loans  and  Mortgage  Loans  as to  which a Final  Recovery
Determination  has been made) held by the Trust  Fund,  plus (ii) the  appraised
value of each  remaining  REO  Property,  if any,  held by the Trust  Fund (such
appraisal to be conducted in accordance  with MAI standards by an appraiser

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with at least ten  years  experience  in the  related  property  type and in the
jurisdiction  in which  the REO  Property  is  located  selected  by the  Master
Servicer and approved by the Trustee),  minus (iii) solely in the case where the
Master Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances made by the Master Servicer,  together with any Advance Interest Amount
accrued and payable to the Master  Servicer in respect of such  Advances and any
unpaid Master Servicer Fees remaining  outstanding  (which items shall be deemed
to have been paid or reimbursed to the Master  Servicer in connection  with such
purchase) (or,  solely in the case where the Special  Servicer is effecting such
purchase,  any unpaid Special  Servicer Fees and Standby  Special  Servicer Fees
remaining  outstanding,  which  items  shall  be  deemed  to have  been  paid or
reimbursed to the Special Servicer in connection with such purchase).

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer,  or the Majority  Certificateholder of Class R-I Certificates purchase
all of the remaining Mortgage Loans and REO Properties held by the Trust Fund in
accordance with the preceding paragraph,  the party effecting such purchase (the
"Final  Purchaser")  shall (i) deposit in the Collection  Account not later than
the  Determination  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  Termination  Price and (ii)  deliver  notice (at least five
Business Days prior to the Determination  Date relating to the Distribution Date
on which the final  distribution on the Certificates is to occur) to the Trustee
and the Certificate Administrator of its intention to effect such purchase. Upon
confirmation that such deposit has been made, the Trustee shall release or cause
to be released to the Final Purchaser or its designee the Mortgage Files for the
remaining  Mortgage Loans and shall execute all  assignments,  endorsements  and
other  instruments  furnished  to it by the Final  Purchaser  without  recourse,
representation  or warranty as shall be necessary to effectuate  transfer of the
remaining Mortgage Loans and REO Properties held by the Trust Fund, in each case
without  representation  or warranty by the Trustee.  All Mortgage Files for the
remaining  Mortgage  Loans and REO  Properties  shall be  delivered to the Final
Purchaser or its designee.

          (c) As a condition to the purchase of the assets of the Trust pursuant
to Section  9.1(b),  the Final  Purchaser  shall  deliver to the Trustee and the
Certificate  Administrator an Opinion of Counsel,  which shall be at the expense
of the Final  Purchaser,  stating  that such  termination  will be a  "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with Section 9.3.

          Section 9.2. Procedure Upon Termination of Trust Fund.

          (a) Notice of any  termination  pursuant to the  provisions of Section
9.1, specifying the Distribution Date upon which the final distribution shall be
made,  shall be given promptly by the Certificate  Administrator  to each Rating
Agency and each  Certificateholder by first class mail at least 20 days prior to
the date of such  termination.  Such notice shall  specify (A) the  Distribution
Date upon which final distribution on the Certificates will be made and (B) that
the  Record  Date  otherwise   applicable  to  such  Distribution  Date  is  not
applicable,  distribution being made only upon presentation and surrender of the
Certificates  at the office or agency of the Certificate  Administrator  therein
specified.  The  Certificate   Administrator  shall  give  such  notice

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<PAGE>

to the  Depositor,  the Trustee and the  Certificate  Registrar at the time such
notice  is  given  to  Certificateholders.   Upon  any  such  termination,   the
Certificate  Administrator  shall  terminate,  or request the Master Servicer to
terminate,  the Collection Account,  the Grantor Trust Collection  Account,  the
Distribution  Account,  the  Grantor  Trust  Distribution  Account and any other
account or fund  maintained  with  respect to the  Certificates,  subject to the
Certificate  Administrator's obligation hereunder to hold all amounts payable to
the  nontendering  Certificateholders  in trust  without  interest  pending such
payment.

          (b) On the final  Distribution  Date,  the  Certificate  Administrator
shall  distribute to each  Certificateholder  that presents and  surrenders  its
Certificates all amounts payable on such Certificates on such final Distribution
Date in  accordance  with Article IV. Any amounts  being held in the  Collection
Account or Interest  Reserve Account for  distribution on a Future  Distribution
Date shall be included in the Available Funds for the Final Distribution Date.

          Section 9.3. Additional Trust Fund Termination Requirements.

          (a) In the event of a purchase of all the remaining Mortgage Loans and
REO Properties  held by the Trust Fund in accordance  with Section 9.1(b) or any
other  termination  of the Trust Fund under this  Article IX, the Trust Fund and
each REMIC Pool shall be terminated in accordance with the following  additional
requirements,  unless in the case of a  termination  under Section  9.1(b),  the
Final  Purchaser  delivers to the Trustee and the Certificate  Administrator  an
Opinion of Counsel at the expense of the Final Purchaser (or, in the case of any
other termination,  the Certificate  Administrator  shall obtain such Opinion of
Counsel at the  expense  of the Trust  Fund)  addressed  to the  Depositor,  the
Certificate  Administrator and the Trustee to the effect that the failure of the
Trust Fund to comply  with the  requirements  of this  Section  9.3 will not (i)
result in the imposition of taxes on "prohibited transactions" of any REMIC Pool
under the REMIC  Provisions or (ii) cause any REMIC Pool to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

               (i) within 89 days prior to the final Distribution Date set forth
in the notice  given by the  Certificate  Administrator  under  Section 9.2, the
Trustee  shall  adopt a plan  of  complete  liquidation  prepared  by the  Final
Purchaser (or the Certificate  Administrator in the event of a termination other
than pursuant to Section  9.1(b)) and meeting the  requirements  for a qualified
liquidation  for  each  REMIC  Pool  under  Section  860F  of the  Code  and any
regulations thereunder;

               (ii) during such  90-day  liquidation  period and at or after the
adoption  of the plan of  complete  liquidation  and at or  prior  to the  final
Distribution  Date,  the Trustee shall sell all of the remaining  Mortgage Loans
and any REO Properties held by the Trust Fund (which assets shall be sold to the
Final  Purchaser  for cash in an amount  equal to the  Termination  Price in the
event of a termination pursuant to Section 9.1(b)), such cash shall be deposited
into the Collection Account,  shall be deemed distributed on the REMIC I Regular
Interests in retirement  thereof,  shall be deemed  distributed  on the REMIC II
Regular  Interests  in  retirement  thereof,  and  shall be  distributed  to the
Certificateholders in retirement of the Certificates;

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<PAGE>

               (iii) at the  time of the  making  of the  final  payment  on the
Certificates, the Certificate Administrator 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 each REMIC Pool after making such final deemed
payment or payments  (other than cash  retained  to meet  claims),  and REMIC I,
REMIC II and REMIC III shall terminate at that time; and

               (iv) in no event may the final  payment on the REMIC I Interests,
the REMIC II Interests,  the REMIC III Regular  Certificates,  or the Class R-I,
Class R-II or Class R-III  Certificates be made after the 89th day from the date
on which  such  plans of  complete  liquidation  are  adopted.  The  Certificate
Administrator  shall specify the first day of the 90-day liquidation period in a
statement  attached  to the final Tax Return for each  REMIC  Pool  pursuant  to
Treasury  Regulation Section 1.860F-1.

          (b) By their  acceptance of  Certificates,  the Holders thereof hereby
agree to authorize the Trustee to adopt a plan of complete  liquidation for each
of REMIC I,  REMIC II and REMIC III  prepared  by the  Final  Purchaser  (or the
Certificate  Administrator in the event of a termination  other than pursuant to
Section   9.1(b))  in  accordance   with  the  foregoing   requirements,   which
authorization shall be binding upon all successor Certificateholders.

                                   ARTICLE X.

                       REMIC ADMINISTRATION; GRANTOR TRUST

          Section 10.1. REMIC Election.

          (a) The  parties  intend  that each of REMIC I, REMIC II and REMIC III
shall  constitute,  and that the  affairs of each of REMIC I, REMIC II and REMIC
III  shall  be  conducted  so as to  qualify  it as,  a  "real  estate  mortgage
investment conduit" as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention.
In furtherance of such intention,  the Certificate  Administrator  shall, to the
extent permitted by applicable law, act as agent, and is hereby appointed to act
as agent,  of each of REMIC I,  REMIC II and REMIC III and  shall,  on behalf of
each of REMIC I, REMIC II and REMIC III, make an election to treat each of REMIC
I, REMIC II and REMIC III as a REMIC on Form 1066 for its first taxable year, in
accordance with the REMIC Provisions.

          (b) The REMIC I Regular  Interests  are hereby  designated as "regular
interests" in REMIC I within the meaning of Section  860G(a)(1) of the Code, and
the Class R-I Certificates are hereby  designated as the sole class of "residual
interests" in REMIC I within the meaning of Section  860G(a)(2) of the Code. The
REMIC II Regular  Interests shall be designated as "regular  interests" in REMIC
II within  the  meaning of Section  860G(a)(1)  of the Code,  and the Class R-II
Certificates are hereby designated as the sole class of "residual  interests" in
REMIC II within the meaning of Section  860G(a)(2)  of the Code.  The Class A-1,
Class A-2,  Class X-1,  Class X-2, Class X, Class B, Class C-1, Class C-2, Class
C-2X,  Class D,  Class E,  Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N and Class O  Certificates  are hereby  designated  as  "regular
interests" in REMIC III within the meaning of Section

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860G(a)(1) of the Code and the Class R-III Certificates are hereby designated as
the sole  class of  "residual  interests"  in REMIC III  within  the  meaning of
Section 860G(a)(2) of the Code.

          (c) The Closing Date is hereby  designated  as the  "Start-up  Day" of
REMIC I, REMIC II and REMIC III within the meaning of Section  860G(a)(9) of the
Code. The "latest possible maturity date" of the REMIC I Regular Interests,  the
REMIC II Regular  Interests and the REMIC III Regular  Certificates for purposes
of Code Section 860G(a)(1) is the Rated Final Distribution Date.

          Section 10.2. REMIC Compliance.

          (a) The Certificate Administrator shall cause to be prepared,  signed,
and timely  filed with the  Internal  Revenue  Service,  on behalf of each REMIC
Pool, an application for a taxpayer identification number for such REMIC Pool on
Internal Revenue Service Form SS-4. The Certificate Administrator shall prepare,
sign and file,  or cause to be prepared  and signed and filed,  all required Tax
Returns  for each of REMIC I, REMIC II and REMIC III,  using a calendar  year as
the  taxable  year  for each of REMIC I,  REMIC II and  REMIC  III,  when and as
required by the REMIC  Provisions and other applicable  federal,  state or local
income tax laws.

     The Certificate  Administrator  shall,  within 30 days of the Closing Date,
furnish or cause to be furnished to the Internal Revenue  Service,  on Form 8811
or as otherwise may be required by the Code, the name,  title and address of the
Person that the  holders of the  Certificates  may  contact for tax  information
relating   thereto  (and  the  Certificate   Administrator   shall  act  as  the
representative  of each of REMIC I,  REMIC II and REMIC  III for this  purpose),
together with such  additional  information as may be required by such Form, and
shall update such information at the time or times and in the manner required by
the Code (and the Depositor  agrees within 10 Business Days of the Closing Date,
to provide any information reasonably requested by the Certificate Administrator
and necessary to make such filing);

          (b) The Certificate  Administrator shall prepare and forward, or cause
to be prepared and forwarded, to the Certificateholders and the Internal Revenue
Service and applicable  state and local tax authorities all information  reports
as and when  required  to be  provided  to them in  accordance  with  the  REMIC
Provisions and applicable  state and local law. If the filing or distribution of
any  documents  of an  administrative  nature not  addressed  in Section 10.1 or
Section  10.2(a) is then  required by the REMIC  Provisions in order to maintain
the status of REMIC I, REMIC II or REMIC III as a REMIC or is otherwise required
by the Code or  applicable  state or local law,  the  Certificate  Administrator
shall prepare, sign and file or distribute,  or cause to be prepared, signed and
filed  or  distributed,  such  documents  with or to such  Persons  when  and as
required by the REMIC  Provisions or the Code or comparable  provisions of state
and local law.

          (c) The Holder of the  largest  Percentage  Interest in the Class R-I,
Class R-II or Class R-III  Certificates shall be the tax matters person of REMIC
I, REMIC II or REMIC III, respectively,  pursuant to Treasury Regulation Section
1.860F-4(d);  provided,  however,  that any amendment to such  Regulation  which
requires  that  another  Person be  designated  the tax matters  person shall be
followed from and after the effective date of such  amendment.  If more than one
Holder should hold an equal Percentage  Interest in the Class R-I, Class R-II or
Class R-III

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Certificates larger than that held by any other Holder, the first such Holder to
have acquired such Class R-I,  Class R-II or Class R-III  Certificates  shall be
such  tax  matters   person.   The  Certificate   Administrator   shall  act  as
attorney-in-fact  and agent for the tax matters person of each of REMIC I, REMIC
II and REMIC III,  and each  Holder of a  Percentage  Interest in the Class R-I,
Class R-II or Class R-III Certificates, by acceptance thereof, is deemed to have
consented to the  Certificate  Administrator's  appointment in such capacity and
agrees to execute any documents  required to give effect  thereto,  and any fees
and expenses  incurred by the Certificate  Administrator  in connection with any
audit or administrative or judicial proceeding shall be paid by the Trust Fund.

          (d)  The  Trustee  and  the   Certificate   Administrator   shall  not
intentionally  take any action or  intentionally  omit to take any action if, in
taking  or  omitting  to  take  such  action,  the  Trustee  or the  Certificate
Administrator  knows  that such  action or  omission  (as the case may be) would
cause the  termination  of the REMIC status of REMIC I, REMIC II or REMIC III or
the  imposition  of tax on REMIC I,  REMIC II or REMIC III  other  than a tax on
income  expressly  permitted or  contemplated  to be incurred under the terms of
this Agreement (any of the foregoing, an "Adverse REMIC Event"). In this regard,
the Trustee shall not permit the creation of any "interests" (within the meaning
of Treasury  Regulation Section  1.860D-1(b)(1)) in any of the REMIC Pools other
than the  REMIC I Regular  Interests,  the REMIC II  Regular  Interests  and the
interests  evidenced by the Certificates.  Notwithstanding any provision of this
paragraph to the contrary, neither the Trustee nor the Certificate Administrator
shall  be  required  to take any  action  that the  Trustee  or the  Certificate
Administrator in good faith believes to be inconsistent with any other provision
of this  Agreement,  nor shall the Trustee or the Certificate  Administrator  be
deemed in violation of this paragraph if it takes any action expressly  required
or authorized by any other provision of this Agreement,  and neither the Trustee
nor the Certificate  Administrator  shall have  responsibility or liability with
respect to any act or omission of the  Depositor  or the Master  Servicer or the
Special Servicer which causes the Trustee or the Certificate Administrator to be
unable to comply with any of Section 10.1(a),  Section 10.2(a), Section 10.2(b),
or Section 10.2(e).

     None of the Master  Servicer,  the Special Servicer and the Depositor shall
be responsible or liable (except in connection with any act or omission referred
to in the  two  preceding  sentences)  for any  failure  by the  Trustee  or the
Certificate Administrator to comply with the provisions of this Section 10.2.

          (e) The Certificate Administrator shall maintain such records relating
to each of REMIC I, REMIC II and REMIC III as may be  necessary  to  demonstrate
that each  REMIC has  complied  with the REMIC  provisions  and to  prepare  the
foregoing  returns,  schedules,  statements or  information,  such records,  for
federal  income tax  purposes,  to be  maintained  on a calendar  year and on an
accrual basis.

          (f) The Depositor,  the Special Servicer and the Master Servicer shall
cooperate in a timely  manner with the  Certificate  Administrator  in supplying
(upon  written  request) any  information  within the  Depositor's,  the Special
Servicer's  or the  Master  Servicer's  control  (other  than  any  confidential
information)   that  is   reasonably   necessary   to  enable  the   Certificate
Administrator to perform its duties under this Section 10.2.


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<PAGE>

          (g) None of the Depositor,  Trustee,  Fiscal Agent,  Special Servicer,
the  Certificate   Administrator   or  Master  Servicer  shall  enter  into  any
arrangement by which the Trust Fund will receive a fee or other compensation for
services other than as specifically contemplated herein.

          Section 10.3. Imposition of Tax on the Trust Fund.

          (a) Subject to Section 10.3(c),  in the event that any tax,  including
interest,  penalties  or  assessments,  additional  amounts or  additions to tax
(collectively  "Taxes"),  is imposed on REMIC I, REMIC II or REMIC III, such tax
shall be charged against amounts  otherwise  distributable to the Holders of the
Certificates;   provided,  that  any  taxes  imposed  on  any  net  income  from
foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed
by a state or local  jurisdiction  shall instead be treated as an expense of the
related REO Property in  determining  Net REO Proceeds  with respect to such REO
Property (and until such Taxes are paid,  the Master  Servicer from time to time
shall withdraw from the Collection Account amounts reasonably  determined by the
Special  Servicer to be necessary to pay such Taxes,  which the Master  Servicer
shall  maintain  in a  separate,  non-interest-bearing  account,  and the Master
Servicer  shall deposit in the Collection  Account the excess  determined by the
Master  Servicer from time to time of the amount in such account over the amount
necessary to pay such Taxes) and shall be paid therefrom.  Except as provided in
the preceding  sentence,  the Certificate  Administrator is hereby authorized to
and shall retain or cause to be retained from Available Funds  sufficient  funds
to pay or provide for the payment  of, and to  actually  pay,  such Taxes as are
legally  owed by REMIC I, REMIC II and REMIC III (but such  authorization  shall
not prevent the Certificate Administrator from contesting, at the expense of the
Trust Fund, any such tax in appropriate proceedings,  and withholding payment of
such tax, if permitted by law, pending the outcome of such proceedings).

          (b) The Certificate  Administrator  is hereby  authorized to and shall
segregate or cause to be segregated, in a separate non-interest bearing account,
(i) the net income from any "prohibited  transaction" under Code Section 860F(a)
or (ii) the amount of any  contribution  to REMIC I, REMIC II or REMIC III after
the Start-up Day that is subject to tax under Code Section  860G(d) and use such
income or amount, to the extent  necessary,  to pay such tax, such amounts to be
segregated from the Collection Account with respect to any such net income of or
contribution  to REMIC I and  REMIC II and from the  Distribution  Account  with
respect to any such net income of or  contribution  to REMIC III (and return the
balance thereof, if any, to the Collection Account or the Distribution  Account,
as the case may be).

          (c) If any tax is imposed  on any REMIC  Pool,  including  "prohibited
transactions"  taxes as defined in Section  860F(a)(2)  of the Code,  any tax on
"net  income from  foreclosure  property"  as defined in Section  860G(c) of the
Code,  any taxes on  contributions  to any REMIC  Pool  after the  Start-up  Day
pursuant to Section  860G(d) of the Code,  and any other tax imposed by the Code
or any applicable provisions of state or local tax laws, such tax, together with
all incidental costs and expenses (including penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the Trustee,  if such tax arises out
of or results from a breach of any of its obligations  under Article IV, Article
V, Article VIII or this Article X; (ii) the Certificate  Administrator,  if such
tax  arises  out of or  results  from a breach of any of its

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obligations  under Article IV,  Article V, Article VIII or this Article X; (iii)
the Master  Servicer,  if such tax arises out of or results from a breach by the
Master  Servicer of any of its  obligations  under Article III or this Article X
(which  breach  constitutes  negligence  or  willful  misconduct  of the  Master
Servicer);  (iv) the Special Servicer, if such tax arises out of or results from
a breach by the Special Servicer of any of its obligations  under Article III or
this Article X (which breach constitutes negligence or willful misconduct of the
Special  Servicer);  or (v) the Trust Fund (exclusive of the Grantor Trust),  in
all other instances.

          Section 10.4. Prohibited Transactions and Activities.

     Following  the  Start-up  Day, the Trustee  shall not,  except as expressly
required by any provision of this Agreement,  accept any  contribution of assets
to the Trust Fund unless the Trustee  shall have  received an Opinion of Counsel
(the costs of obtaining such opinion to be borne by the Person  requesting  such
contribution)  to the effect that the inclusion of such assets in the Trust Fund
will not cause  REMIC I,  REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any  Certificates  are outstanding or subject REMIC I, REMIC II or
REMIC III to any tax under the REMIC Provisions or other  applicable  provisions
of federal, state and local law or ordinances.

     Section 10.5. Grantor Trust Provisions.

     There is hereby  established  a trust which shall be part of the Trust Fund
and which shall hold the Deferred Interest, the Grantor Trust Collection Account
and the Grantor Trust Distribution  Account (the "Grantor Trust Assets"),  which
assets  shall be  excluded  from REMIC I,  REMIC II and REMIC  III.  The Class V
Certificates  represent  undivided  beneficial  interests  in the Grantor  Trust
Assets,  entitled  to the  distributions  set  forth in  Section  4.7,  and such
Certificates  in the  aggregate  represent  beneficial  ownership of 100% of the
Grantor Trust Assets. The Certificate Administrator shall treat such assets as a
grantor  trust  under  Subpart E of Part 1 of  Subchapter  J of the Code,  shall
account  for such assets  separately  from any other Trust Fund assets and shall
perform all tax reporting  obligations with respect to the Grantor Trust. 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 Trustee,  if such tax
arises out of or results from a breach by the Trustee of any of its  obligations
under  Article  IV,  Article  V,  Article  VIII  or this  Article  X;  (ii)  the
Certificate Administrator, if such tax arises out of or results from a breach by
the Trustee of any of its obligations  under Article IV, Article V, Article VIII
or this  Article  X;  (iii) the  Master  Servicer,  if such tax arises out of or
results  from a breach by the Master  Servicer of any of its  obligations  under
Article III or this Article X (which  breach  constitutes  negligence or willful
misconduct  of the Master  Servicer);  (iv) the  Special  Servicer,  if such tax
arises out of or results  from a breach by the  Special  Servicer  of any of its
obligations  under  Article  III or this  Article  X (which  breach  constitutes
negligence or willful misconduct of the Special Servicer); or (v) the portion of
the Trust Fund constituting the Grantor Trust, in all other instances.

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                                  ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

          Section 11.1. Counterparts.

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

     Section 11.2. Limitation on Rights of Certificateholders.

     The death or  incapacity  of any  Certificateholder  shall not  operate  to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or
proceeding  in any court for a partition  or winding up of the Trust  Fund,  nor
otherwise  affect the rights,  obligations and liabilities of the parties hereto
or any of them.

     No  Certificateholder  shall have any right to vote  (except  as  expressly
provided  for  herein) or in any manner  otherwise  control  the  operation  and
management  of the Trust Fund, or the  obligations  of the parties  hereto,  nor
shall anything herein set forth, or contained in the terms of the  Certificates,
be construed so as to  constitute  the  Certificateholders  from time to time as
partners or members of an association;  nor shall any Certificateholder be under
any  liability  to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

     No Certificateholder  shall have any right to institute any suit, action or
proceeding  in equity or at law upon or under or with respect to this  Agreement
or the  Mortgage  Loans,  unless,  with respect to this  Agreement,  such Holder
previously  shall have given to the  Trustee a written  notice of default and of
the continuance thereof, as hereinbefore  provided,  and unless also the Holders
of Certificates representing a majority of the aggregate Voting Rights allocated
to each affected Class of Certificates  shall have made written request upon the
Trustee to institute such action,  suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable  indemnity as it
may require against the costs,  expenses and liabilities to be incurred  therein
or  thereby,  and the  Trustee,  for 30 days after its  receipt of such  notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action,  suit or proceeding.  It is understood and intended,  and expressly
covenanted by each Certificateholder with every other  Certificateholder and the
Trustee, that no one or more Holders of Certificates of any Class shall have any
right in any manner  whatever by virtue of any  provision  of this  Agreement to
affect,  disturb or  prejudice  the  rights of the  Holders of any other of such
Certificates,  or to obtain or seek to obtain priority over or preference to any
other such Holder,  or to enforce any right under this Agreement,  except in the
manner  herein  provided  and for the equal,  ratable and common  benefit of all
Holders of Certificates of such Class. For the protection and enforcement of the
provisions of this  Section,  each and every  Certificateholder  and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

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<PAGE>

          Section 11.3. Governing Law.

     THIS AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF  NEW  YORK  (WITHOUT  REGARD  TO  CONFLICTS  OF  LAWS   PRINCIPLES)  AND  THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

          Section 11.4. Notices.

     All  demands,  notices and  communications  hereunder  shall be in writing,
shall be deemed to have been given upon  receipt  (or,  in the case of notice by
telecopy, upon confirmation of receipt) as follows:

               If to the Trustee, to:

                      Wells Fargo Bank Minnesota, N.A.
                      11000 Broken Land Parkway
                      Columbia, Maryland 21044-3562
                      Attention:  Corporate  Trust Services  (CMBS) - PNC
                                  Mortgage  Acceptance Corp. Commercial Mortgage
                                  Pass-Through Certificates, Series 2001-C1


               If to the Certificate Administrator:

                      LaSalle Bank National Association
                      135 South LaSalle Street
                      Chicago, Illinois 60603
                      Attention: Asset - Backed Securities Trust Services Group-
                                         PNC Mortgage Acceptance Corp Commercial
                                         Mortgage Pass - Through Certificates,
                                         Series 2001-C1

               If to the Depositor, to:

                      PNC Mortgage Acceptance Corp.
                      210 West 10th Street
                      6th Floor
                      Kansas City, Missouri 64105
                      Attention:  Chief Executive Officer
                      Telecopy No.:  (816) 435-2326

               If to the Master Servicer or Special Servicer, to:

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<PAGE>

                      Midland Loan Services, Inc.
                      210 West 10th Street
                      6th Floor
                      Kansas City, Missouri 64105
                      Attention: Chief Executive Officer
                      Telecopy No.:  (816) 435-2326

               If to the Seller (for the MSDWMC Loans), to:

                      Morgan Stanley Dean Witter Mortgage Capital Inc.
                      1585 Broadway
                      New York, New York 10036
                      Attn: Russell Rahbany
                      Telecopy No.: (212) 761-3286

               If to the Seller (for the LaSalle Loans), to:

                      LaSalle Bank National Association
                      135 South LaSalle Street
                      Chicago, Illinois 60603

               If to the Seller (for the PNC Loans) to:

                      PNC Bank, National Association
                      210 West 10th Street
                      6th Floor
                      Kansas City, Missouri 64105
                      Attention: Scott Manning
                      Telecopy No.:  (816) 435-2326

               If to the Seller (for the Owner Trust Loans) to:

                      Midland Loan Services, Inc.
                      210 West 10th Street
                      Kansas City, Missouri 64105
                      Attention: Chief Executive Officer
                      Telecopy No.:  (816) 435-2326


        If to the Placement Agents to:

               Morgan Stanley & Co. Incorporated
               1585 Broadway


                                      202
<PAGE>

               New York, New York 10036

               PNC Capital Markets, Inc.
               One PNC Plaza, 19th Floor
               249 Fifth Avenue
               Pittsburgh, Pennsylvania 15222-2707


               ABN AMRO Incorporated
               135 South LaSalle Street
               Chicago, Illinois 60603

               Deutsche Banc Alex. Brown Inc.
               31 West 52nd Street
               New York, New York 10019

               If to any Certificateholder, to:

                      the address set forth in the
                      Certificate Register,

or, in the case of the parties to this Agreement,  to such other address as such
party shall specify by written notice to the other parties hereto.

          Section 11.5. Severability of Provisions.

     If any one or more of the  covenants,  agreements,  provisions  or terms of
this Agreement  shall be for any reason  whatsoever  held invalid,  then, to the
extent  permitted by applicable law, such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

          Section 11.6. Notice to the Depositor,  the Operating Adviser and Each
Rating Agency.

          (a) The  Certificate  Administrator  shall  use its  best  efforts  to
promptly provide written notice to the Depositor, the Operating Adviser and each
Rating  Agency  with  respect to each of the  following  of which a  Responsible
Officer of the Certificate Administrator has actual knowledge:

               (i) the  occurrence  of any  Event of  Default  that has not been
cured;

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<PAGE>

               (ii) the merger, consolidation, resignation or termination of the
Master Servicer, Special Servicer, Trustee,  Certificate Administrator or Fiscal
Agent; and

               (iii) the final payment to any Class of Certificateholders.

          (b) The Special  Servicer,  shall furnish the Operating  Adviser,  the
Master Servicer and each Rating Agency with such information with respect to any
Specially  Serviced Mortgage Loan as the Operating Adviser or such Rating Agency
shall request and which the Special Servicer can obtain to the extent consistent
with applicable law and the related Mortgage Loan Documents.

     The Trustee,  the Master Servicer,  the Certificate  Administrator  and the
Special  Servicer,  as  applicable,  shall  furnish to each  Rating  Agency with
respect  to each  Mortgage  Loan such  information  as the Rating  Agency  shall
reasonably request and which the Trustee, the Certificate Administrator,  Master
Servicer  or  Special  Servicer  can  reasonably   provide  in  accordance  with
applicable law and without  waiving any  attorney-client  privilege  relating to
such information.  The Trustee, the Certificate  Administrator,  Master Servicer
and Special Servicer, as applicable,  may include any reasonable disclaimer they
deem appropriate with respect to such information.

          (c)  Notices to each Rating Agency shall be addressed as follows:

               Moody's Investors Service, Inc.
               99 Church Street
               New York, New York 10007
               Attention:  Commercial MBS Monitoring Department

               Standard & Poor's Ratings Services,
               a division of the McGraw-Hill Companies, Inc.
               55 Water Street
               New York, New York 10041
               Attention:  CMBS Surveillance Group
               Fax:  (212) 438-2662


or in each case to such  other  address as any Rating  Agency  shall  specify by
written notice to the parties hereto.

          Section 11.7. Amendment.

     This Agreement or any Custodial  Agreement may be amended from time to time
by the Depositor,  the Master Servicer,  the Special  Servicer,  the Certificate
Administrator,  the Trustee and any Fiscal Agent,  without the consent of any of
the  Certificateholders,  (i) to cure any ambiguity,  (ii) to correct, modify or
supplement any provisions  herein or therein that may be  inconsistent  with any
other  provisions  herein or therein or in the Prospectus  Supplement (or in the
Prospectus  referenced in the  Prospectus  Supplement)  or to correct any error,
(iii) to amend any  provision  hereof to the extent  necessary  or  desirable to
maintain  the rating or  ratings

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<PAGE>

assigned to each of the Classes of REMIC III Regular Certificates by each Rating
Agency,  (iv) to add any other  provisions  with respect to matters or questions
arising  hereunder which shall not be inconsistent  with the provisions  hereof,
(v) to relax or eliminate  any  requirement  hereunder  imposed by (A) the REMIC
Provisions (if the REMIC  Provisions are amended or clarified such that any such
requirement  may be  relaxed  or  eliminated)  or (B) the 1933 Act or the  rules
thereunder (if the 1933 Act or such rules are amended or clarified such that any
such requirement may be relaxed or eliminated),  (vi) as evidenced by an Opinion
of Counsel  delivered to the Trustee and the Certificate  Administrator,  either
(X) to comply  with any  requirements  imposed by the Code or any  successor  or
amendatory statute or any temporary or final regulation, revenue ruling, revenue
procedure or other written official  announcement or interpretation  relating to
federal income tax laws or any such proposed  action which,  if made  effective,
would apply  retroactively to any REMIC Pool at least from the effective date of
such amendment, or (Y) to avoid the occurrence of a prohibited transaction or to
reduce the  incidence  of any tax that would arise from any  actions  taken with
respect  to the  operation  of any REMIC  Pool,  (vii) as  provided  in  Section
5.2(g)(viii),  to modify,  add to or eliminate any of the  provisions of Section
5.2(g)(i)  through (vii); or (viii) to make any other provisions with respect to
matters or questions arising under this Agreement,  which in the case of clauses
(iv), (v) and (viii),  (A) shall not be inconsistent with the provisions of this
Agreement, (B) shall not result in the downgrading,  withdrawal or qualification
(if applicable) of the rating or ratings then assigned to any outstanding  Class
of Certificates, as confirmed by a Rating Agency Confirmation (the cost, if any,
of  obtaining  such  confirmation  shall be paid by the Person  requesting  such
amendment  unless such  amendment  is in the best  interest of the Trust Fund in
which  case it will be paid by the Trust  Fund),  and (C)  shall  not  adversely
affect in any material respect the interests of any Certificateholder.

     This Agreement or any Custodial  Agreement may also be amended from time to
time by the Depositor, the Certificate  Administrator,  the Master Servicer, the
Special  Servicer,  the  Trustee  and any Fiscal  Agent with the  consent of the
Holders of each of the  Classes of REMIC III Regular  Certificates  representing
not less than 51% of the  aggregate  Voting  Rights  allocated to all Classes of
Certificates  affected by the amendment for the purpose of adding any provisions
to or  changing  in any  manner or  eliminating  any of the  provisions  of this
Agreement or of  modifying  in any manner the rights of the  Certificateholders;
provided, however, that no such amendment shall:

               (i)  reduce in any  manner the amount of, or delay the timing of,
payments  received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of each affected Certificateholder;

               (ii)  change  the  percentages  of Voting  Rights of  Holders  of
Certificates  which are required to consent to any action or inaction under this
Agreement,  without  the  consent  of  the  Holders  of  all  Certificates  then
outstanding;

               (iii) alter the Servicing Standard; or

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<PAGE>

               (iv) alter the  obligations of the Master  Servicer,  the Special
Servicer,  the Trustee or any Fiscal  Agent to make a P&I  Advance or  Servicing
Advance (including Emergency Advances) without the consent of the Holders of all
Certificates  representing  all of the  Voting  Rights of the  Class or  Classes
affected thereby.

     Further, the Depositor, the Certificate Administrator, the Master Servicer,
the Special  Servicer,  the Trustee and any Fiscal  Agent,  at any time and from
time to time,  without  the  consent of the  Certificateholders,  may amend this
Agreement or any Custodial  Agreement to modify,  eliminate or add to any of its
provisions to such extent as shall be necessary to maintain the qualification of
the REMIC Pools as three  separate  REMICs,  or to prevent the imposition of any
additional material state or local taxes, at all times that any Certificates are
outstanding;  provided, however, that such action, as evidenced by an Opinion of
Counsel  (obtained at the expense of the Trust Fund), is necessary or helpful to
maintain such  qualification or to prevent the imposition of any such taxes, and
would  not  adversely  affect  in  any  material  respect  the  interest  of any
Certificateholder.

     In the event that neither the Depositor nor the successor thereto,  if any,
is in existence,  any amendment  under this Section 11.7 shall be effective with
the consent in writing of the Certificate Administrator, the Trustee, any Fiscal
Agent, the Master Servicer, the Special Servicer, and, to the extent required by
this Section, the Certificateholders and each Rating Agency.

     Notwithstanding any other provision of this Agreement,  for purposes of the
giving or  withholding of consents  pursuant to this Section 11.7,  Certificates
registered  in the name of the  Depositor,  the  Master  Servicer,  the  Special
Servicer  or any of their  respective  Affiliates  shall be entitled to the same
Voting Rights with respect to matters described above as they would if any other
Person held such  Certificates  to the extent  permitted  in the  definition  of
"Certificateholder".

     Promptly   after  the   execution  of  any   amendment,   the   Certificate
Administrator  shall  furnish  written  notification  of the  substance  of such
amendment  to each  Certificateholder,  the  Operating  Adviser  and each Rating
Agency (with a copy of such amendment to each Rating Agency).

     It shall not be necessary for the consent of Certificateholders  under this
Section 11.7 to approve the particular  form of any proposed  amendment,  but it
shall be sufficient if such consent  shall  approve the substance  thereof.  The
method of obtaining  such consents and of evidencing  the  authorization  of the
execution  thereof by  Certificateholders  shall be  subject to such  reasonable
regulations as the Certificate Administrator may prescribe;  provided,  however,
that such method shall always be by affirmation and in writing.

     Notwithstanding  any  contrary  provision of this  Agreement,  no amendment
shall be made to this  Agreement or any  Custodial  Agreement  unless the Master
Servicer,  the Certificate  Administrator and the Trustee shall have received an
Opinion of Counsel,  at the expense of the party  requesting such amendment (or,
if such amendment is required by any Rating Agency to

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<PAGE>

maintain the rating issued by it or requested by the Trustee or the  Certificate
Administrator  for any  purpose  described  in  clause  (i) or (ii) of the first
sentence of this Section,  then at the expense of the Trust Fund), to the effect
that such  amendment  will not cause an Adverse  REMIC Event with respect to any
REMIC Pool or an Adverse Grantor Trust Event.

     Prior to the execution of any amendment to this  Agreement or any Custodial
Agreement,  the Trustee, any Fiscal Agent, the Special Servicer, the Certificate
Administrator  and the Master  Servicer  shall be  entitled  to receive and rely
conclusively upon an Opinion of Counsel,  at the expense of the party requesting
such  amendment  (or, if such  amendment  is  required  by any Rating  Agency to
maintain the rating issued by it or requested by the Trustee or the  Certificate
Administrator  for any purpose  described in clause (i),  (ii) or (iv) (which do
not modify or otherwise  relate solely to the  obligations,  duties or rights of
the  Trustee or the  Certificate  Administrator)  of the first  sentence of this
Section,  then at the expense of the Trust Fund)  stating that the  execution of
such amendment is authorized or permitted by this Agreement.  The Trustee or the
Certificate  Administrator  may, but shall not be  obligated  to, enter into any
such amendment  which affects the Trustee's or the  Certificate  Administrator's
own rights, duties or immunities under this Agreement.

          Section 11.8. Confirmation of Intent.

     It is the express  intent of the parties  hereto that the conveyance of the
Trust Fund  (including  the Mortgage  Loans) by the  Depositor to the Trustee on
behalf of  Certificateholders  as contemplated by this Agreement and the sale by
the Depositor of the Certificates be, and be treated for all purposes as, a sale
by the  Depositor of the  undivided  portion of the  beneficial  interest in the
Trust Fund represented by the Certificates. It is, further, not the intention of
the  parties  that such  conveyance  be deemed a pledge of the Trust Fund by the
Depositor to the Trustee to secure a debt or other  obligation of the Depositor.
However, in the event that, notwithstanding the intent of the parties, the Trust
Fund is held to continue to be property of the Depositor then (a) this Agreement
shall also be deemed to be a security  agreement  under  applicable law; (b) the
transfer of the Trust Fund  provided for herein shall be deemed to be a grant by
the Depositor to the Trustee on behalf of Certificateholders of a first priority
security interest in all of the Depositor's  right, title and interest in and to
the Trust Fund and all amounts  payable to the holders of the Mortgage  Loans in
accordance with the terms thereof and all proceeds of the conversion,  voluntary
or  involuntary,  of the foregoing into cash,  instruments,  securities or other
property,  including,  without limitation, all amounts from time to time held or
invested in the Collection Account,  the Grantor Trust Collection  Account,  the
REO  Accounts,   the  Interest  Reserve  Accounts,  the  Reserve  Accounts,  the
Distribution Account and the Grantor Trust Distribution Account,  whether in the
form of cash,  instruments,  securities or other property; (c) the possession by
the Trustee (or the  applicable  Custodian  or any other agent on its behalf) of
Notes  and such  other  items of  property  as  constitute  instruments,  money,
negotiable  documents or chattel paper shall be deemed to be  "possession by the
secured  party" for purposes of  perfecting  the security  interest  pursuant to
Section 9-305 of the Missouri,  Minnesota and Illinois Uniform Commercial Codes,
as applicable,  and (d)  notifications  to Persons  holding such  property,  and
acknowledgments,  receipts or confirmations  from Persons holding such property,

                                      207
<PAGE>

shall be deemed notifications to, or acknowledgments,  receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security  interest under  applicable law. Any
assignment of the interest of the Trustee pursuant to any provision hereof shall
also be deemed to be an assignment of any security interest created hereby.  The
Depositor shall, and upon the request of the Master Servicer, the Trustee shall,
to the extent  consistent  with this  Agreement (and at the expense of the Trust
Fund),  take such actions as may be necessary to ensure that, if this  Agreement
were deemed to create a security  interest in the Mortgage Loans,  such security
interest would be deemed to be a perfected  security  interest of first priority
under  applicable law and will be maintained as such throughout the term of this
Agreement.  It is the intent of the parties that such a security  interest would
be effective whether any of the Certificates are sold, pledged or assigned.



                            [SIGNATURE PAGE FOLLOWS]

                                      208
<PAGE>


     IN WITNESS  WHEREOF,  the  Depositor,  the  Master  Servicer,  the  Special
Servicer  and the Trustee  have caused  their names to be signed to this Pooling
and Servicing  Agreement by their respective  officers thereunto duly authorized
as of the day and year first above written.



                             PNC MORTGAGE ACCEPTANCE
                             CORP., as Depositor


                             By: /s/ Scott B. Manning
                                -----------------------------------------------
                             Name:  Scott B. Manning
                                    Title: Senior Vice-President


                             MIDLAND LOAN SERVICES, INC.,
                             as Master Servicer and Special Servicer


                             By: /s/ Lawrence D. Ashley
                                -----------------------------------------------
                                    Name: Lawrence D. Ashley
                                    Title: Senior Vice President



                             WELLS FARGO BANK MINNESOTA, N.A., as Trustee


                             By: /s/ Jack A. Aini
                                -----------------------------------------------
                                    Name:  Jack A. Aini
                                    Title: Vice President


                             LaSALLE BANK NATIONAL ASSOCIATION,
                             as Certificate Administrator


                             By: /s/ Barbara L. Marik
                                -----------------------------------------------
                                    Name:   Barbara L. Marik
                                    Title:  Vice President

                                      209


<PAGE>
                                   EXHIBIT A-1

                          FORM OF CLASS A CERTIFICATES

                       [CLASS A-1] [CLASS A-2] CERTIFICATE

     THIS [CLASS A-1] [CLASS A-2]  CERTIFICATE DOES NOT REPRESENT AN INTEREST IN
OR OBLIGATION OF THE DEPOSITOR,  THE SELLERS,  THE MASTER SERVICER,  THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE  ADMINISTRATOR OR ANY OF THEIR RESPECTIVE
AFFILIATES.  NEITHER THE  CERTIFICATES  NOR THE  UNDERLYING  MORTGAGE  LOANS ARE
INSURED OR  GUARANTEED  BY THE UNITED  STATES  GOVERNMENT,  THE FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE CERTIFICATE
REGISTRAR  OF THE  CERTIFICATES  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 PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
CERTIFICATE  ADMINISTRATOR,  THE MASTER  SERVICER,  THE SPECIAL SERVICER AND THE
DEPOSITOR  AGAINST ANY  LIABILITY  THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT
FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.


                                  [A-1][A-2]-1



<PAGE>


     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE REPRESENTS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


                                  [A-1][A-2]-2




<PAGE>


                         PNC MORTGAGE ACCEPTANCE CORP.,
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                     SERIES 2001-C1, [CLASS A-1] [CLASS A-2]


Pass-Through Rate: ___%

First Distribution Date:                  Cut-off Date: March 1, 2001
April 12, 2001

Aggregate Initial Certificate             Scheduled Final Distribution Date:
Balance of the [Class A-1] [Class A-2]    ___
Certificates:  $___

CUSIP:___                                 ISIN: ___

                                          Initial Certificate
                                          Balance of this Certificate:
                                          $____

Certificate No.: [A-1][A-2]-___           Registered Owner: Cede & Co.

     This  certifies  that Cede & Co. is the  registered  owner of a  beneficial
ownership interest in a Trust Fund,  including the distributions to be made with
respect to the [Class A-1] [Class A-2] Certificates.  The Trust Fund,  described
more fully below,  consists  primarily of a pool of commercial  and  multifamily
Mortgage Loans secured by first liens on commercial and  multifamily  properties
and held in trust by the Trustee and serviced by the Master Servicer.  The Trust
Fund was created, the Mortgage Loans are to be serviced, and this Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing
Agreement, dated as of March 1, 2001 (the "Pooling and Servicing Agreement"), by
and among PNC Mortgage Acceptance Corp., as depositor (the "Depositor"), Midland
Loan  Services,  Inc.,  as master  servicer  and special  servicer  (the "Master
Servicer" or "Special Servicer"),  Wells Fargo Bank Minnesota,  N.A., as trustee
(the   "Trustee")  and  LaSalle  Bank  National   Association,   as  Certificate
Administrator  (the  "Certificate  Administrator").  To the extent  not  defined
herein,  capitalized  terms used herein shall have the meanings assigned thereto
in the Pooling  and  Servicing  Agreement.  The Holder of this  Certificate,  by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.

     This Certificate represents a "regular interest" in a "real estate mortgage
investment  conduit",  as those  terms are  defined,  respectively,  in Sections
86OG(a)(1)  and 860D of the  Internal  Revenue  Code of 1986,  as amended.  Each
Holder of this Certificate,  by acceptance hereof,  agrees to treat, and to take
no action  inconsistent  with the treatment of, this  Certificate  in accordance
with the  preceding  sentence for purposes of federal  income  taxes,  state and
local  income and  franchise  taxes and other  taxes  imposed on or  measured by
income.

     The Certificate Administrator makes no representation or warranty as to any
of the  statements  contained  herein  or the  validity  or  sufficiency  of the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

     Pursuant  to  the  terms  of  the  Pooling  and  Servicing  Agreement,  the
Certificate  Administrator,  or the  Paying  Agent on behalf of the  Certificate
Administrator, will distribute (other than the final distribution on


                                  [A-1][A-2]-3


<PAGE>


any  Certificate),  on the twelfth day of each month,  or if such twelfth day is
not a Business  Day, the Business Day  immediately  following  such twelfth day,
commencing in April 2001 (each such date, a "Distribution  Date"), to the Person
in whose name this  Certificate  is registered as of the related Record Date, an
amount equal to such Person's pro rata share (based on the  Percentage  Interest
represented  by  this  Certificate  after  taking  into  account  transfers  and
exchanges  occurring  prior to the related  Record  Date) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the [Class A-1] [Class A-2] Certificates for such  Distribution  Date, all as
more fully  described in the Pooling and  Servicing  Agreement.  Holders of this
Certificate  may be entitled to  Prepayment  Premiums as provided in the Pooling
and Servicing Agreement.

     Interest  will accrue on [Class A-1] [Class A-2]  Certificates  during each
Interest  Accrual Period (as defined below) at a rate equal to the  Pass-Through
Rate on the outstanding Certificate Balance hereof. All calculations of interest
on the  [Class  A-1]  [Class  A-2]  Certificates  will be made on the basis of a
360-day year consisting of twelve 30-day months.

     Interest accrued on this Certificate during an Interest Accrual Period, net
of this  Certificate's  pro rata share of any Net  Aggregate  Prepayment/Balloon
Payment  Interest  Shortfalls  for  the  related  Distribution  Date,  plus  the
aggregate unpaid Class Interest  Shortfall with respect to this Certificate,  if
any, will be payable on the related  Distribution Date to the extent provided in
the Pooling and Servicing Agreement.  The "Interest Accrual Period" with respect
to any Distribution Date is the calendar month preceding the month in which such
Distribution Date occurs.

     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  (determined  without regard to any
possible  future   reimbursement  of  any  Realized  Losses  or  Expense  Losses
previously  allocated to such  Certificates)  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is 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
Expense Loss 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 Certificateholder  that
surrendered such Certificate or by wire transfer if such  Certificateholder  has
provided the Certificate Administrator with wire transfer instructions.

     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates  for  cancellation  in order to receive,  from such funds held, the
final  distribution  with respect  thereto.  If within one year after the second
notice,  any such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator may, directly


                                  [A-1][A-2]-4


<PAGE>


or  through  an  agent,   take  appropriate   steps  to  contact  the  remaining
non-tendering Certificateholders concerning surrender of their Certificates. The
costs  and  expenses  of  maintaining  such  funds  in trust  and of  contacting
Certificateholders  shall be paid out of such  funds.  If within two years after
the second notice,  any such  Certificates  shall not have been  surrendered for
cancellation,  the Paying Agent shall pay to the Class R-III  Certificateholders
all amounts otherwise  distributable to such non-tendering  Holders. No interest
shall  accrue or be payable  to any  Certificateholder  on any amount  held as a
result of such  Certificateholder's  failure to surrender its Certificate(s) for
final  payment  thereof in  accordance  with  Section  4.8(b) of the Pooling and
Servicing  Agreement.  Such funds held by the Certificate  Administrator  may be
invested in Permitted  Investments  and all income and gain from such investment
shall be for the benefit of the Certificate Administrator.

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

     As provided in the Pooling and Servicing Agreement,  the Collection Account
and the  Distribution  Account will be held in the name of the Trustee on behalf
of the Holders of Certificates  specified in the Pooling and Servicing Agreement
and the Master Servicer or the Certificate Administrator, as applicable, will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds in the Collection Account and the Distribution Account will be paid to the
Master Servicer and the Certificate  Administrator,  as applicable, as set forth
in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations  thereon,  and the rights,  duties and immunities of the Trustee and
the  Certificate  Administrator.  In  the  case  of  any  conflict  between  the
provisions  set forth herein and those of the Pooling and  Servicing  Agreement,
the provisions of the Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.

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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement.
The  Certificate  Registrar  may  require  payment by each  transferor  of a sum
sufficient to cover any tax,  expense or other  governmental  charge  payable in
connection with any such transfer.


                                  [A-1][A-2]-5



<PAGE>


     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder of the Class R-I Certificates notice of the date
that the aggregate then  outstanding  Stated  Principal  Balance of the Mortgage
Loans is less than 1% of the aggregate Stated Principal  Balance of the Mortgage
Loans as of the Cut-off Date, the majority Holders of the Controlling Class, the
Master Servicer, the Special Servicer and the Majority  Certificateholder of the
Class R-I Certificates,  in that order, will have the option, to purchase all of
the Mortgage Loans and all  properties  acquired in respect of any Mortgage Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United States to the Court of St.  James,  living on the date of the Pooling and
Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the Majority  Certificateholder  of Class R-I Certificates  purchase
all of the remaining  Mortgage Loans and REO  Properties  held by the Trust Fund
pursuant to Section  9.1(b) of the Pooling and  Servicing  Agreement,  the party
effecting  such  purchase  (the  "Final  Purchaser")  shall (i)  deposit  in the
Collection  Account  not  later  than the  Determination  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 Termination  Price
and (ii) deliver notice to the Trustee and the Certificate  Administrator of its
intention to effect such purchase.  Upon confirmation that such deposit has been
made,  the Trustee shall release or cause to be released to the Final  Purchaser
or its designee the Mortgage  Files for the remaining  Mortgage  Loans and shall
execute all assignments,  endorsements and other instruments  furnished to it by
the Final Purchaser  without  recourse,  representation  or warranty as shall be
necessary  to  effectuate  transfer  of the  remaining  Mortgage  Loans  and REO
Properties  held by the Trust  Fund,  in each  case  without  representation  or
warranty by the Trustee. All Mortgage Files for the remaining Mortgage Loans and
REO Properties shall be delivered to the Final Purchaser or its designee.

     As a condition to the  purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                                  [A-1][A-2]-6

<PAGE>


     IN WITNESS WHEREOF,  the Certificate  Administrator  has caused this [Class
A-1] [Class A-2] Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          -----------------------------

     This is the [Class A-1] [Class A-2] Certificate  referred to in the Pooling
and Servicing Agreement.

Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                                  [A-1][A-2]-7



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned  ("Assignor(s)") hereby sell(s),  assign(s),
and transfer(s) unto ___________________________________________________ (please
print or  typewrite  name(s) and  address(es),  including  postal zip code(s) of
assignee(s))  ("Assignee(s)") the entire Percentage Interest  represented by the
within  [Class  A-1]  [Class  A-2]  Certificate  and  hereby   authorize(s)  the
registration  of transfer of such  interest to  Assignee(s)  on the  Certificate
Register of the Trust Fund.

I (we)  further  direct the  Certificate  Registrar  to issue a new [Class  A-1]
[Class A-2]  Certificate of the entire  Percentage  Interest  represented by the
within [Class A-1] [Class A-2]  Certificates to the above-named  Assignee(s) and
to deliver such [Class A-1] [Class A-2] Certificate to the following address:


_____________________________________

_____________________________________


Date: ___________________      _____________________________________________
                                  Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                  Taxpayer Identification Number


                            DISTRIBUTION INSTRUCTIONS

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

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

________________________________________________________________________

Distributions, if to be made by wire transfer in immediately available funds to

___________________ for the account of ________________________________________
___________________ account number ____________________________________________

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


                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title: ______________________________________________


                     _____________________________________________________
                     Taxpayer Identification Number


                                  [A-1][A-2]-8


<PAGE>



                                   EXHIBIT A-2

                       FORM OF INTEREST ONLY CERTIFICATES

           [CLASS X-1] [CLASS X-2] [CLASS X] [CLASS C-2X] CERTIFICATE

     THIS [CLASS X-1] [CLASS X-2] [CLASS X] [CLASS  C-2X]  CERTIFICATE  DOES NOT
REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SELLERS, THE MASTER
SERVICER,  THE SPECIAL SERVICER,  THE TRUSTEE, THE CERTIFICATE  ADMINISTRATOR OR
ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE CERTIFICATES NOR THE UNDERLYING
MORTGAGE  LOANS ARE INSURED OR GUARANTEED BY THE UNITED STATES  GOVERNMENT,  THE
FEDERAL  DEPOSIT  INSURANCE  CORPORATION  OR ANY  OTHER  GOVERNMENTAL  AGENCY OR
INSTRUMENTALITY.

     THE  HOLDERS  OF THIS  [CLASS  X-1]  [CLASS  X-2]  [CLASS X]  [CLASS  C-2X]
CERTIFICATE  WILL BE ENTITLED ONLY TO  DISTRIBUTIONS OF INTEREST ON THE NOTIONAL
AMOUNT OF THE [CLASS X-1] [CLASS X-2] [CLASS X] [CLASS  C-2X]  CERTIFICATES  AND
WILL NOT BE  ENTITLED  TO ANY  DISTRIBUTIONS  WITH  RESPECT  TO  PRINCIPAL.  THE
NOTIONAL  AMOUNT  OF  THE  [CLASS  X-1]  [CLASS  X-2]  [CLASS  X]  [CLASS  C-2X]
CERTIFICATES  IS EQUAL TO 100% OF THE  UNCERTIFICATED  PRINCIPAL  BALANCE OF THE
REMIC II REGULAR  INTERESTS AS SET FORTH IN THE POOLING AND SERVICING  AGREEMENT
REFERRED  TO  BELOW.  ACCORDINGLY,  THE  OUTSTANDING  NOTIONAL  AMOUNT  OF  THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL  NOTIONAL  AMOUNT SET FORTH
BELOW.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE CERTIFICATE
REGISTRAR  OF THE  CERTIFICATES  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 PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
CERTIFICATE  ADMINISTRATOR,  THE MASTER  SERVICER,  THE SPECIAL SERVICER AND THE
DEPOSITOR AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS


                             [X-1][X-2][X][C-2X]-1


<PAGE>


NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE
LAWS.

     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE REPRESENTS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


                             [X-1][X-2][X][C-2X]-2


<PAGE>


                         PNC MORTGAGE ACCEPTANCE CORP.,
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
         SERIES 2001-C1, [CLASS X-1] [CLASS X-2] [CLASS X] [CLASS C-2X]

Initial Pass-Through Rate: ___%*

First Distribution Date:                    Cut-off Date:  March 1, 2001
April 12, 2001

Aggregate Initial Notional                  Scheduled Final Distribution Date:
Amount of the [Class X-1] [Class X-2]       ___
[Class X] [Class C-2X] Certificates: $___

CUSIP:___                                   ISIN:___

                                            Initial Notional Amount
                                            of this Certificate:
                                            $______________________

Certificate No.:  [X-1][X-2][X][C-2X]-____          Registered Owner: Cede & Co.

     This  certifies  that Cede & Co. is the  registered  owner of a  beneficial
ownership interest in a Trust Fund,  including the distributions to be made with
respect to the [Class X-1] [Class X-2] [Class X] [Class C-2X] Certificates.  The
Trust  Fund,  described  more  fully  below,  consists  primarily  of a pool  of
commercial and  multifamily  Mortgage Loans secured by first liens on commercial
and multifamily  properties and held in trust by the Trustee and serviced by the
Master  Servicer.  The Trust  Fund was  created,  the  Mortgage  Loans are to be
serviced,  and this  Certificate is issued pursuant to, and in accordance  with,
the terms of a Pooling and Servicing  Agreement,  dated as of March 1, 2001 (the
"Pooling and Servicing Agreement"),  by and among PNC Mortgage Acceptance Corp.,
as depositor (the "Depositor"),  Midland Loan Services, Inc., as master servicer
and special servicer (the "Master Servicer" or "Special Servicer"),  Wells Fargo
Bank  Minnesota,  N.A.,  as trustee (the  "Trustee")  and LaSalle Bank  National
Association, as Certificate Administrator (the "Certificate Administrator").  To
the extent not defined  herein,  capitalized  terms used  herein  shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.  The Holder of
this  Certificate,  by virtue of the  acceptance  hereof,  assents to the terms,
provisions  and  conditions of the Pooling and Servicing  Agreement and is bound
thereby.

     This Certificate represents a "regular interest" in a "real estate mortgage
investment  conduit",  as those  terms are  defined,  respectively,  in Sections
86OG(a)(1)  and 860D of the  Internal  Revenue  Code of 1986,  as amended.  Each
Holder of this Certificate,  by acceptance hereof,  agrees to treat, and to take
no action  inconsistent  with the treatment of, this  Certificate  in accordance
with the  preceding  sentence for purposes of federal  income  taxes,  state and
local  income and  franchise  taxes and other  taxes  imposed on or  measured by
income.

     The Certificate Administrator makes no representation or warranty as to any
of the  statements  contained  herein  or the  validity  or  sufficiency  of the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

_____________________

*Initial  Pass-Through  Rate  for the  Distribution  Date  in  April  2001.  For
subsequent  Distribution Dates, the Pass-Through Rate will vary as determined in
the Pooling and Servicing Agreement.


                             [X-1][X-2][X][C-2X]-3




<PAGE>


     Pursuant  to  the  terms  of  the  Pooling  and  Servicing  Agreement,  the
Certificate  Administrator,  or the  Paying  Agent on behalf of the  Certificate
Administrator,  will  distribute  (other  than  the  final  distribution  on any
Certificate),  on the twelfth day of each month, or if such twelfth day is not a
Business  Day,  the  Business  Day  immediately   following  such  twelfth  day,
commencing in April 2001 (each such date, a "Distribution  Date"), to the Person
in whose name this  Certificate  is registered as of the related Record Date, an
amount equal to such Person's pro rata share (based on the  Percentage  Interest
represented  by  this  Certificate  after  taking  into  account  transfers  and
exchanges  occurring  prior to the related  Record  Date) of that portion of the
aggregate amount of interest then distributable, if any, allocable to the [Class
X-1] [Class X-2] [Class X] [Class C-2X] for such Distribution  Date, all as more
fully  described  in the  Pooling  and  Servicing  Agreement.  Holders  of  this
Certificate  may be entitled to  Prepayment  Premiums as provided in the Pooling
and Servicing Agreement.

     Interest  will accrue on [Class  X-1]  [Class  X-2] [Class X] [Class  C-2X]
Certificates  during each Interest  Accrual  Period (as defined below) at a rate
equal to the Pass-Through  Rate on the outstanding  Notional Amount hereof.  All
calculations  of interest on the [Class X-1] [Class X-2] [Class X] [Class  C-2X]
Certificates  will be made on the basis of a 360-day year  consisting  of twelve
30-day months.

     Interest accrued on this Certificate during an Interest Accrual Period, net
of this  Certificate's  pro rata share of any Net  Aggregate  Prepayment/Balloon
Payment  Interest  Shortfalls  for  the  related  Distribution  Date,  plus  the
aggregate unpaid Class Interest  Shortfall with respect to this Certificate,  if
any, will be payable on the related  Distribution Date to the extent provided in
the Pooling and Servicing Agreement.  The "Interest Accrual Period" with respect
to any Distribution Date is the calendar month preceding the month in which such
Distribution Date occurs.

     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is specified in the notice to
Certificateholders of such final distribution.

     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates  for  cancellation  in order to receive,  from such funds held, the
final  distribution  with respect  thereto.  If within one year after the second
notice,  any such Certificates shall not have been surrendered for cancellation,
the  Certificate   Administrator   may,  directly  or  through  an  agent,  take
appropriate  steps to contact  the  remaining  non-tendering  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of
maintaining  such funds in trust and of contacting  Certificateholders  shall be
paid out of such funds.  If within two years after the second  notice,  any such
Certificates shall not have been surrendered for cancellation,  the Paying Agent
shall  pay  to  the  Class  R-III   Certificateholders   all  amounts  otherwise
distributable to such non-tendering Holders.


                             [X-1][X-2][X][C-2X]-4


<PAGE>


No interest  shall accrue or be payable to any  Certificateholder  on any amount
held  as  a  result  of  such  Certificateholder's   failure  to  surrender  its
Certificate(s)  for final payment  thereof in accordance  with Section 4.8(b) of
the  Pooling  and  Servicing  Agreement.  Such  funds  held  by the  Certificate
Administrator  may be invested in Permitted  Investments and all income and gain
from such investment shall be for the benefit of the Certificate Administrator.

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

     As provided in the Pooling and Servicing Agreement,  the Collection Account
and the  Distribution  Account will be held in the name of the Trustee on behalf
of the Holders of Certificates  specified in the Pooling and Servicing Agreement
and the Master Servicer or the Certificate Administrator, as applicable, will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds in the Collection Account and the Distribution Account will be paid to the
Master Servicer and the Certificate  Administrator,  as applicable, as set forth
in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations  thereon,  and the rights,  duties and immunities of the Trustee and
the  Certificate  Administrator.  In  the  case  of  any  conflict  between  the
provisions  set forth herein and those of the Pooling and  Servicing  Agreement,
the provisions of the Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.

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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement,
other  than  in  connection  with  a  transfer  to an  Institutional  Accredited
Investor.  In  connection  with  any  transfer  to an  Institutional  Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate  Registrar's  counsel's  review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar  as provided in Section  5.2 of the Pooling and  Servicing  Agreement)
incurred by the  Certificate  Registrar in connection  with such  transfer.  The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax,  expense or other  governmental  charge  payable in connection
with any such transfer.


                             [X-1][X-2][X][C-2X]-5


<PAGE>


     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder of the Class R-I Certificates notice of the date
that the aggregate then  outstanding  Stated  Principal  Balance of the Mortgage
Loans is less than 1% of the aggregate Stated Principal  Balance of the Mortgage
Loans as of the Cut-off Date, the majority Holders of the Controlling Class, the
Master Servicer, the Special Servicer and the Majority  Certificateholder of the
Class R-I Certificates,  in that order, will have the option, to purchase all of
the Mortgage Loans and all  properties  acquired in respect of any Mortgage Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United States to the Court of St.  James,  living on the date of the Pooling and
Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the Majority  Certificateholder  of Class R-I Certificates  purchase
all of the remaining  Mortgage Loans and REO  Properties  held by the Trust Fund
pursuant to Section  9.1(b) of the Pooling and  Servicing  Agreement,  the party
effecting  such  purchase  (the  "Final  Purchaser")  shall (i)  deposit  in the
Collection  Account  not  later  than the  Determination  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 Termination  Price
and (ii) deliver notice to the Trustee and the Certificate  Administrator of its
intention to effect such purchase.  Upon confirmation that such deposit has been
made,  the Trustee shall release or cause to be released to the Final  Purchaser
or its designee the Mortgage  Files for the remaining  Mortgage  Loans and shall
execute all assignments,  endorsements and other instruments  furnished to it by
the Final Purchaser  without  recourse,  representation  or warranty as shall be
necessary  to  effectuate  transfer  of the  remaining  Mortgage  Loans  and REO
Properties  held by the Trust  Fund,  in each  case  without  representation  or
warranty by the Trustee. All Mortgage Files for the remaining Mortgage Loans and
REO Properties shall be delivered to the Final Purchaser or its designee.

      As a condition to the purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                             [X-1][X-2][X][C-2X]-6


<PAGE>


     IN WITNESS WHEREOF,  the Certificate  Administrator  has caused this [Class
X-1] [Class X-2] [Class X] [Class C-2X] Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          -----------------------------

     This  is one of  the  [Class  X-1]  [Class  X-2]  [Class  X]  [Class  C-2X]
Certificates referred to in the Pooling and Servicing Agreement.

Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                             [X-1][X-2][X][C-2X]-7



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned  ("Assignor(s)") hereby sell(s),  assign(s),
and  transfer(s)  unto  _________________________________________________(please
print or  typewrite  name(s) and  address(es),  including  postal zip code(s) of
assignee(s))  ("Assignee(s)") the entire Percentage Interest  represented by the
within  [Class X-1] [Class X-2] [Class X] [Class  C-2X]  Certificate  and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.

I (we)  further  direct the  Certificate  Registrar  to issue a new [Class  X-1]
[Class X-2] [Class X] [Class C-2X] Certificate of the entire Percentage Interest
represented  by the  within  [Class  X-1]  [Class  X-2]  [Class X] [Class  C-2X]
Certificates  to the  above-named  Assignee(s)  and to deliver  such [Class X-1]
[Class X-2] [Class X] [Class C-2X] Certificate to the following address:

_____________________________________
_____________________________________

Date: ___________________      _____________________________________________
                                  Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                  Taxpayer Identification Number


                            DISTRIBUTION INSTRUCTIONS

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

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

____________________________________________________________________________

Distributions,  if to be made by wire transfer in immediately available funds to

___________________ for the account of ________________________________________
___________________ account number_____________________________________________

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


                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title:_______________________________________________


                     _____________________________________________________
                     Taxpayer Identification Number


                             [X-1][X-2][X][C-2X]-8


<PAGE>


                                   EXHIBIT A-3

   FORM OF PUBLICLY OFFERED SUBORDINATE CERTIFICATES (CLASSES B, C-1 AND C-2)

                  [CLASS B] [CLASS C-1] [CLASS C-2] CERTIFICATE

     THIS [CLASS B] [CLASS C-1] [CLASS C-2]  CERTIFICATE  DOES NOT  REPRESENT AN
INTEREST IN OR OBLIGATION OF THE DEPOSITOR,  THE SELLERS,  THE MASTER  SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR OR ANY OF THEIR
RESPECTIVE  AFFILIATES.  NEITHER THE  CERTIFICATES  NOR THE UNDERLYING  MORTGAGE
LOANS ARE INSURED OR  GUARANTEED BY THE UNITED  STATES  GOVERNMENT,  THE FEDERAL
DEPOSIT   INSURANCE   CORPORATION   OR  ANY   OTHER   GOVERNMENTAL   AGENCY   OR
INSTRUMENTALITY.

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

     THIS CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES TO
THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE CERTIFICATE
REGISTRAR  OF THE  CERTIFICATES  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 PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
CERTIFICATE  ADMINISTRATOR,  THE MASTER  SERVICER,  THE SPECIAL SERVICER AND THE
DEPOSITOR  AGAINST ANY  LIABILITY  THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT
FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


                                [B][C-1][C-2]-1



<PAGE>


     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES,  THIS CERTIFICATE REPRESENTS A
"REGULAR  INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


                                [B][C-1][C-2]-2



<PAGE>


                         PNC MORTGAGE ACCEPTANCE CORP.,
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
                SERIES 2001-C1, [CLASS B] [CLASS C-1] [CLASS C-2]


Pass-Through Rate: ___%*

First Distribution Date:                  Cut-off Date: March 1, 2001
April 12, 2001

Aggregate Initial Certificate             Scheduled Final Distribution Date:
Balance of the [CLASS B] [CLASS C-1]
[CLASS C-2]                               ___
Certificates: $___

CUSIP:___                                 ISIN:___

                                          Initial Certificate
                                          Balance of this Certificate:
                                          $___

Certificate No.: [B][C-1][C-2]-__                Registered Owner: Cede & Co.

     This  certifies  that Cede & Co. is the  registered  owner of a  beneficial
ownership interest in a Trust Fund,  including the distributions to be made with
respect to the [Class B] [Class C-1] [Class C-2]  Certificates.  The Trust Fund,
described  more fully  below,  consists  primarily of a pool of  commercial  and
multifamily  Mortgage Loans secured by first liens on commercial and multifamily
properties and held in trust by the Trustee and serviced by the Master Servicer.
The Trust Fund was  created,  the Mortgage  Loans are to be  serviced,  and this
Certificate  is issued  pursuant  to,  and in  accordance  with,  the terms of a
Pooling and  Servicing  Agreement,  dated as of March 1, 2001 (the  "Pooling and
Servicing Agreement"),  by and among PNC Mortgage Acceptance Corp., as depositor
(the "Depositor"),  Midland Loan Services,  Inc., as master servicer and special
servicer  (the  "Master  Servicer"  or  "Special  Servicer"),  Wells  Fargo Bank
Minnesota,   N.A.,  as  trustee  (the   "Trustee")  and  LaSalle  Bank  National
Association, as Certificate Administrator (the "Certificate Administrator").  To
the extent not defined  herein,  capitalized  terms used  herein  shall have the
meanings assigned thereto in the Pooling and Servicing Agreement.  The Holder of
this  Certificate,  by virtue of the  acceptance  hereof,  assents to the terms,
provisions  and  conditions of the Pooling and Servicing  Agreement and is bound
thereby.

     This Certificate represents a "regular interest" in a "real estate mortgage
investment  conduit",  as those  terms are  defined,  respectively,  in Sections
86OG(a)(1)  and 860D of the  Internal  Revenue  Code of 1986,  as amended.  Each
Holder of this Certificate,  by acceptance hereof,  agrees to treat, and to take
no action  inconsistent  with the treatment of, this  Certificate  in accordance
with the  preceding  sentence for purposes of federal  income  taxes,  state and
local  income and  franchise  taxes and other  taxes  imposed on or  measured by
income.

     The Certificate Administrator makes no representation or warranty as to any
of the  statements  contained  herein  or the  validity  or  sufficiency  of the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

________________________

* But not to exceed the REMIC II Remittance Rate.


                                [B][C-1][C-2]-3


<PAGE>


     Pursuant  to  the  terms  of  the  Pooling  and  Servicing  Agreement,  the
Certificate  Administrator,  or the  Paying  Agent on behalf of the  Certificate
Administrator,  will  distribute  (other  than  the  final  distribution  on any
Certificate),  on the twelfth day of each month, or if such twelfth day is not a
Business  Day,  the  Business  Day  immediately   following  such  twelfth  day,
commencing in April 2001 (each such date, a "Distribution  Date"), to the Person
in whose name this  Certificate  is registered as of the related Record Date, an
amount equal to such Person's pro rata share (based on the  Percentage  Interest
represented  by  this  Certificate  after  taking  into  account  transfers  and
exchanges  occurring  prior to the related  Record  Date) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the [Class B] [Class  C-1]  [Class C-2]  Certificates  for such  Distribution
Date,  all as more fully  described  in the  Pooling  and  Servicing  Agreement.
Holders of this  Certificate may be entitled to Prepayment  Premiums as provided
in the Pooling and Servicing Agreement.

     Interest  will accrue on [Class B] [Class  C-1]  [Class  C-2]  Certificates
during each Interest  Accrual  Period (as defined  below) at a rate equal to the
Pass-Through   Rate  on  the  outstanding   Certificate   Balance  hereof.   All
calculations  of interest on the [Class B] [Class C-1] [Class C-2]  Certificates
will be made on the basis of a 360-day year consisting of twelve 30-day months.

     Interest accrued on this Certificate during an Interest Accrual Period, net
of this  Certificate's  pro rata share of any Net  Aggregate  Prepayment/Balloon
Payment  Interest  Shortfalls  for  the  related  Distribution  Date,  plus  the
aggregate unpaid Class Interest  Shortfall with respect to this Certificate,  if
any, will be payable on the related  Distribution Date to the extent provided in
the Pooling and Servicing Agreement.  The "Interest Accrual Period" with respect
to any Distribution Date is the calendar month preceding the month in which such
Distribution Date occurs.

     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  (determined  without regard to any
possible  future   reimbursement  of  any  Realized  Losses  or  Expense  Losses
previously  allocated to such  Certificates)  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is 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
Expense Loss 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 Certificateholder  that
surrendered such Certificate or by wire transfer if such  Certificateholder  has
provided the Certificate Administrator with wire transfer instructions.

     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates for cancellation in order to receive, from such


                                [B][C-1][C-2]-4


<PAGE>


funds held,  the final  distribution  with respect  thereto.  If within one year
after the second notice,  any such Certificates  shall not have been surrendered
for  cancellation,  the Certificate  Administrator  may,  directly or through an
agent,   take   appropriate   steps  to  contact  the  remaining   non-tendering
Certificateholders  concerning  surrender of their  Certificates.  The costs and
expenses of maintaining such funds in trust and of contacting Certificateholders
shall be paid out of such funds.  If within two years  after the second  notice,
any such  Certificates  shall not have been  surrendered for  cancellation,  the
Paying  Agent  shall  pay to the  Class  R-III  Certificateholders  all  amounts
otherwise  distributable to such non-tendering Holders. No interest shall accrue
or be payable to any  Certificateholder  on any amount  held as a result of such
Certificateholder's  failure to surrender its  Certificate(s)  for final payment
thereof  in  accordance  with  Section  4.8(b)  of  the  Pooling  and  Servicing
Agreement.  Such funds held by the Certificate  Administrator may be invested in
Permitted  Investments and all income and gain from such investment shall be for
the benefit of the Certificate Administrator.

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

     As provided in the Pooling and Servicing Agreement,  the Collection Account
and the  Distribution  Account will be held in the name of the Trustee on behalf
of the Holders of Certificates  specified in the Pooling and Servicing Agreement
and the Master Servicer or the Certificate Administrator, as applicable, will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds in the Collection Account and the Distribution Account will be paid to the
Master Servicer and the Certificate  Administrator,  as applicable, as set forth
in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations  thereon,  and the rights,  duties and immunities of the Trustee and
the  Certificate  Administrator.  In  the  case  of  any  conflict  between  the
provisions  set forth herein and those of the Pooling and  Servicing  Agreement,
the provisions of the Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.

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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement.
The  Certificate  Registrar  may  require  payment by each  transferor  of a sum
sufficient to cover any tax,  expense or other  governmental  charge  payable in
connection with any such transfer.


                                [B][C-1][C-2]-5


<PAGE>


     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder of the Class R-I Certificates notice of the date
that the aggregate then  outstanding  Stated  Principal  Balance of the Mortgage
Loans is less than 1% of the aggregate Stated Principal  Balance of the Mortgage
Loans as of the Cut-off Date, the majority Holders of the Controlling Class, the
Master Servicer, the Special Servicer and the Majority  Certificateholder of the
Class R-I Certificates,  in that order, will have the option, to purchase all of
the Mortgage Loans and all  properties  acquired in respect of any Mortgage Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United States to the Court of St.  James,  living on the date of the Pooling and
Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the Majority  Certificateholder  of Class R-I Certificates  purchase
all of the remaining  Mortgage Loans and REO  Properties  held by the Trust Fund
pursuant to Section  9.1(b) of the Pooling and  Servicing  Agreement,  the party
effecting  such  purchase  (the  "Final  Purchaser")  shall (i)  deposit  in the
Collection  Account  not  later  than the  Determination  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 Termination  Price
and (ii) deliver notice to the Trustee and the Certificate  Administrator of its
intention to effect such purchase.  Upon confirmation that such deposit has been
made,  the Trustee shall release or cause to be released to the Final  Purchaser
or its designee the Mortgage  Files for the remaining  Mortgage  Loans and shall
execute all assignments,  endorsements and other instruments  furnished to it by
the Final Purchaser  without  recourse,  representation  or warranty as shall be
necessary  to  effectuate  transfer  of the  remaining  Mortgage  Loans  and REO
Properties  held by the Trust  Fund,  in each  case  without  representation  or
warranty by the Trustee. All Mortgage Files for the remaining Mortgage Loans and
REO Properties shall be delivered to the Final Purchaser or its designee.

     As a condition to the  purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                                [B][C-1][C-2]-6


<PAGE>


     IN WITNESS WHEREOF, the Certificate Administrator has caused this [Class B]
[Class C-1] [Class C-2] Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          _____________________________

     This is the [[Class B] [Class C-1] [Class C-2]  Certificate  referred to in
the Pooling and Servicing Agreement.

Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                                [B][C-1][C-2]-7



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned  ("Assignor(s)") hereby sell(s),  assign(s),
and transfer(s)  unto  ________________________________________________  (please
print or  typewrite  name(s) and  address(es),  including  postal zip code(s) of
assignee(s))  ("Assignee(s)") the entire Percentage Interest  represented by the
within [Class B] [Class C-1] [Class C-2] Certificate and hereby authorize(s) the
registration  of transfer of such  interest to  Assignee(s)  on the  Certificate
Register of the Trust Fund.

I (we) further direct the Certificate  Registrar to issue a new [Class B] [Class
C-1] [Class C-2] Certificate of the entire  Percentage  Interest  represented by
the within  [Class B] [Class C-1] [Class C-2]  Certificates  to the  above-named
Assignee(s) and to deliver such [Class B] [Class C-1] [Class C-2] Certificate to
the following address:

______________________________________
______________________________________

Date: ___________________      _____________________________________________
                                  Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                  Taxpayer Identification Number


                            DISTRIBUTION INSTRUCTIONS

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

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

_________________________________________________________________________

Distributions, if to be made by wire transfer in immediately available funds to

___________________ for the account of_________________________________________
___________________ account number_____________________________________________

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


                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title: ______________________________________________

                     _____________________________________________________
                     Taxpayer Identification Number


                                [B][C-1][C-2]-8


<PAGE>


                                   EXHIBIT A-4

               FORM OF PRIVATELY OFFERED SUBORDINATE CERTIFICATES
                              (CLASSES D THROUGH O)

     [Class D][Class E][Class F][Class G][Class H][Class J][Class K][Class L]
                    [Class M][Class N][Class O] CERTIFICATE

      THIS [CLASS D][CLASS E][CLASS F][CLASS G][CLASS H][CLASS J][CLASS K][CLASS
L][CLASS  M][CLASS  N][CLASS O] CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION  OF THE  DEPOSITOR,  THE SELLERS,  THE MASTER  SERVICER,  THE SPECIAL
SERVICER, THE TRUSTEE, THE CERTIFICATE  ADMINISTRATOR OR ANY OF THEIR RESPECTIVE
AFFILIATES.  NEITHER THE  CERTIFICATES  NOR THE  UNDERLYING  MORTGAGE  LOANS ARE
INSURED OR  GUARANTEED  BY THE UNITED  STATES  GOVERNMENT,  THE FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

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

     THIS CERTIFICATE IS SUBORDINATE TO CERTAIN OTHER CLASSES OF CERTIFICATES TO
THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY  TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE CERTIFICATE
REGISTRAR  OF THE  CERTIFICATES  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 PERSON IS WRONGFUL  INASMUCH AS THE  REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES
ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE
OFFERED,  SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT
THE SELLER  REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE  SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED  INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A OR (2) TO A BUYER WHOM THE SELLER REASONABLY  BELIEVES
IS AN INSTITUTIONAL  "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1),
(2),  (3) OR (7) OF  REGULATION D UNDER THE  SECURITIES  ACT, OR AN ENTITY OWNED
ENTIRELY  BY OTHER  ENTITIES  THAT  COME  WITHIN  THESE  PARAGRAPHS,  AND (B) IN
ACCORDANCE  WITH ALL  APPLICABLE  SECURITIES  LAWS OF THE  STATES OF THE  UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


                      [D][E][F][G][H][J][K][L][M][N][O]-1


<PAGE>


     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
CERTIFICATE  ADMINISTRATOR,  THE MASTER  SERVICER,  THE SPECIAL SERVICER AND THE
DEPOSITOR  AGAINST ANY  LIABILITY  THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT
FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL  ESTATE  MORTGAGE  INVESTMENT  CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 86OG(a)(1) AND 860D OF THE CODE.


                      [D][E][F][G][H][J][K][L][M][N][O]-2







<PAGE>


                         PNC MORTGAGE ACCEPTANCE CORP.,
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
     SERIES 2001-C1, [Class D][Class E][Class F][Class G][Class H][Class J]
                 [Class K][Class L][Class M][Class N][Class O]

Pass-Through Rate: ____%*

First Distribution Date:                  Cut-off Date: March 1, 2001
April 12, 2001

Aggregate Initial Certificate             Scheduled Final Distribution Date:
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] Certificates: $____

CUSIP:____                                ISIN:____

                                          Initial Certificate Balance
                                          of this Certificate:
                                          $____

Certificate No.: [E][F][G][H][J][K][L]    Registered Owner: Cede & Co.
                 [M][N][O]-___


     This  certifies  that Cede & Co. is the  registered  owner of a  beneficial
ownership interest in a Trust Fund,  including the distributions to be made with
respect to the [Class D][Class  E][Class  F][Class  G][Class  H][Class  J][Class
K][Class L][Class M][Class N][Class O] Certificates.  The Trust Fund,  described
more fully below,  consists  primarily of a pool of commercial  and  multifamily
Mortgage Loans secured by first liens on commercial and  multifamily  properties
and held in trust by the Trustee and serviced by the Master Servicer.  The Trust
Fund was created, the Mortgage Loans are to be serviced, and this Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing
Agreement, dated as of March 1, 2001 (the "Pooling and Servicing Agreement"), by
and among PNC Mortgage Acceptance Corp., as depositor (the "Depositor"), Midland
Loan  Services,  Inc.,  as master  servicer  and special  servicer  (the "Master
Servicer" or "Special Servicer"),  Wells Fargo Bank Minnesota,  N.A., as trustee
(the   "Trustee")  and  LaSalle  Bank  National   Association,   as  Certificate
Administrator  (the  "Certificate  Administrator").  To the extent  not  defined
herein,  capitalized  terms used herein shall have the meanings assigned thereto
in the Pooling  and  Servicing  Agreement.  The Holder of this  Certificate,  by
virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.

     This Certificate represents a "regular interest" in a "real estate mortgage
investment  conduit",  as those  terms are  defined,  respectively,  in Sections
86OG(a)(1)  and 860D of the  Internal  Revenue  Code of 1986,  as amended.  Each
Holder of this Certificate,  by acceptance hereof,  agrees to treat, and to take
no action  inconsistent  with the treatment of, this  Certificate  in accordance
with the preceding sentence for

___________________________

*[[For  Classes E, F and G - ] Initial  Pass-Through  Rate for the  Distribution
Date in April 2001. For subsequent  Distribution  Dates, the  Pass-Through  Rate
will vary as determined in the Pooling and Servicing Agreement.][[For Classes D,
H, J, K, L, M, N and O -] But not to exceed the REMIC II Remittance Rate.]


                      [D][E][F][G][H][J][K][L][M][N][O]-3





<PAGE>


purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income.

     The Certificate Administrator makes no representation or warranty as to any
of the  statements  contained  herein  or the  validity  or  sufficiency  of the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

     Pursuant  to  the  terms  of  the  Pooling  and  Servicing  Agreement,  the
Certificate  Administrator,  or the  Paying  Agent on behalf of the  Certificate
Administrator,  will  distribute  (other  than  the  final  distribution  on any
Certificate),  on the twelfth day of each month, or if such twelfth day is not a
Business  Day,  the  Business  Day  immediately   following  such  twelfth  day,
commencing in April 2001 (each such date, a "Distribution  Date"), to the Person
in whose name this  Certificate  is registered as of the related Record Date, an
amount equal to such Person's pro rata share (based on the  Percentage  Interest
represented  by  this  Certificate  after  taking  into  account  transfers  and
exchanges  occurring  prior to the related  Record  Date) of that portion of the
aggregate amount of principal and interest then distributable, if any, allocable
to the [Class D][Class  E][Class  F][Class  G][Class  H][Class J][Class K][Class
L][Class M][Class  N][Class O] Certificates for such  Distribution  Date, all as
more fully  described in the Pooling and  Servicing  Agreement.  Holders of this
Certificate  may be entitled to  Prepayment  Premiums as provided in the Pooling
and Servicing Agreement.

     Interest will accrue on [Class D][Class E][Class F][Class G][Class H][Class
J][Class  K][Class  L][Class  M][Class  N][Class  O]  Certificates  during  each
Interest  Accrual Period (as defined below) at a rate equal to the  Pass-Through
Rate on the outstanding Certificate Balance hereof. All calculations of interest
on the [Class D][Class  E][Class  F][Class  G][Class  H][Class J][Class K][Class
L][Class  M][Class  N][Class  O]  Certificates  will be made on the  basis  of a
360-day year consisting of twelve 30-day months.

     Interest accrued on this Certificate during an Interest Accrual Period, net
of this  Certificate's  pro rata share of any Net  Aggregate  Prepayment/Balloon
Payment  Interest  Shortfalls  for  the  related  Distribution  Date,  plus  the
aggregate unpaid Class Interest  Shortfall with respect to this Certificate,  if
any, will be payable on the related  Distribution Date to the extent provided in
the Pooling and Servicing Agreement.  The "Interest Accrual Period" with respect
to any Distribution Date is the calendar month preceding the month in which such
Distribution Date occurs.

     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  (determined  without regard to any
possible  future   reimbursement  of  any  Realized  Losses  or  Expense  Losses
previously  allocated to such  Certificates)  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is 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
Expense Loss 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 Certificateholder  that
surrendered such Certificate or by wire transfer if such  Certificateholder  has
provided the Certificate Administrator with wire transfer instructions.


                      [D][E][F][G][H][J][K][L][M][N][O]-4


<PAGE>


     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates  for  cancellation  in order to receive,  from such funds held, the
final  distribution  with respect  thereto.  If within one year after the second
notice,  any such Certificates shall not have been surrendered for cancellation,
the  Certificate   Administrator   may,  directly  or  through  an  agent,  take
appropriate  steps to contact  the  remaining  non-tendering  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of
maintaining  such funds in trust and of contacting  Certificateholders  shall be
paid out of such funds.  If within two years after the second  notice,  any such
Certificates shall not have been surrendered for cancellation,  the Paying Agent
shall  pay  to  the  Class  R-III   Certificateholders   all  amounts  otherwise
distributable  to such  non-tendering  Holders.  No interest  shall accrue or be
payable  to any  Certificateholder  on any  amount  held  as a  result  of  such
Certificateholder's  failure to surrender its  Certificate(s)  for final payment
thereof  in  accordance  with  Section  4.8(b)  of  the  Pooling  and  Servicing
Agreement.  Such funds held by the Certificate  Administrator may be invested in
Permitted  Investments and all income and gain from such investment shall be for
the benefit of the Certificate Administrator.

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

     As provided in the Pooling and Servicing Agreement,  the Collection Account
and the  Distribution  Account will be held in the name of the Trustee on behalf
of the Holders of Certificates  specified in the Pooling and Servicing Agreement
and the Master Servicer or the Certificate Administrator, as applicable, will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds in the Collection Account and the Distribution Account will be paid to the
Master Servicer and the Certificate  Administrator,  as applicable, as set forth
in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations  thereon,  and the rights,  duties and immunities of the Trustee and
the  Certificate  Administrator.  In  the  case  of  any  conflict  between  the
provisions  set forth herein and those of the Pooling and  Servicing  Agreement,
the provisions of the Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.


                      [D][E][F][G][H][J][K][L][M][N][O]-5



<PAGE>


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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement,
other  than  in  connection  with  a  transfer  to an  Institutional  Accredited
Investor.  In  connection  with  any  transfer  to an  Institutional  Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate  Registrar's  counsel's  review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar  as provided in Section  5.2 of the Pooling and  Servicing  Agreement)
incurred by the  Certificate  Registrar in connection  with such  transfer.  The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax,  expense or other  governmental  charge  payable in connection
with any such transfer.

     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder of the Class R-I Certificates notice of the date
that the aggregate then  outstanding  Stated  Principal  Balance of the Mortgage
Loans is less than 1% of the aggregate Stated Principal  Balance of the Mortgage
Loans as of the Cut-off Date, the majority Holders of the Controlling Class, the
Master Servicer, the Special Servicer and the Majority  Certificateholder of the
Class R-I Certificates,  in that order, will have the option, to purchase all of
the Mortgage Loans and all  properties  acquired in respect of any Mortgage Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United States to the Court of St.  James,  living on the date of the Pooling and
Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the Majority  Certificateholder  of Class R-I Certificates  purchase
all of the remaining  Mortgage Loans and REO  Properties  held by the Trust Fund
pursuant to Section  9.1(b) of the Pooling and  Servicing  Agreement,  the party
effecting  such  purchase  (the  "Final  Purchaser")  shall (i)  deposit  in the
Collection  Account  not  later  than the  Determination  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 Termination  Price
and (ii) deliver notice to the Trustee and the Certificate  Administrator of its
intention to effect such purchase.  Upon confirmation that such deposit has been
made,  the Trustee shall release or cause to be released to the Final  Purchaser
or its designee the Mortgage  Files for the remaining  Mortgage  Loans and shall
execute all assignments, endorsements and


                      [D][E][F][G][H][J][K][L][M][N][O]-6


<PAGE>


other  instruments  furnished  to it by the Final  Purchaser  without  recourse,
representation  or warranty as shall be necessary to effectuate  transfer of the
remaining Mortgage Loans and REO Properties held by the Trust Fund, in each case
without  representation  or warranty by the Trustee.  All Mortgage Files for the
remaining  Mortgage  Loans and REO  Properties  shall be  delivered to the Final
Purchaser or its designee.

     As a condition to the  purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                      [D][E][F][G][H][J][K][L][M][N][O]-7


<PAGE>


     IN WITNESS WHEREOF,  the Certificate  Administrator  has caused this [Class
D][Class E][Class F][Class G][Class H][Class J][Class K][Class L][Class M][Class
N][Class O] Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association,  not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          _____________________________

     This is the [Class D][Class  E][Class  F][Class  G][Class H][Class J][Class
K][Class L][Class  M][Class  N][Class O] Certificate  referred to in the Pooling
and Servicing Agreement.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                      [D][E][F][G][H][J][K][L][M][N][O]-8



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned  ("Assignor(s)") hereby sell(s),  assign(s),
and transfer(s) unto __________________________________________________  (please
print or  typewrite  name(s) and  address(es),  including  postal zip code(s) of
assignee(s))  ("Assignee(s)") the entire Percentage Interest  represented by the
within [Class D][Class  E][Class  F][Class  G][Class  H][Class J][Class K][Class
L][Class   M][Class   N][Class  O]  Certificate  and  hereby   authorize(s)  the
registration  of transfer of such  interest to  Assignee(s)  on the  Certificate
Register of the Trust Fund.

I (we) further direct the  Certificate  Registrar to issue a new [Class D][Class
E][Class F][Class G][Class H][Class J][Class K][Class L][Class M][Class N][Class
O]  Certificate  of the entire  Percentage  Interest  represented  by the within
[Class D][Class  E][Class  F][Class G][Class H][Class J][Class K][Class L][Class
M][Class N][Class O] Certificates to the above-named  Assignee(s) and to deliver
such [Class D][Class  E][Class  F][Class  G][Class  H][Class  J][Class  K][Class
L][Class M][Class N][Class O] Certificate to the following address:

_____________________________________
_____________________________________

Date: ___________________      _____________________________________________
                                 Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                 Taxpayer Identification Number

                            DISTRIBUTION INSTRUCTIONS

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

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

_________________________________________________________________________

Distributions, if to be made by wire transfer in immediately available funds to

___________________ for the account of ________________________________________
___________________ account number_____________________________________________

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

                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title: ______________________________________________

                     _____________________________________________________
                     Taxpayer Identification Number


                      [D][E][F][G][H][J][K][L][M][N][O]-9


<PAGE>



                                   EXHIBIT A-5

                           FORM OF CLASS V CERTIFICATE

                              [CLASS V] CERTIFICATE

     THE [CLASS V]  CERTIFICATE  DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION
OF THE DEPOSITOR,  THE SELLERS, THE MASTER SERVICER,  THE SPECIAL SERVICER,  THE
TRUSTEE,  THE CERTIFICATE  ADMINISTRATOR OR ANY OF THEIR RESPECTIVE  AFFILIATES.
NEITHER  THE  CERTIFICATES  NOR THE  UNDERLYING  MORTGAGE  LOANS ARE  INSURED OR
GUARANTEED  BY THE UNITED  STATES  GOVERNMENT,  THE  FEDERAL  DEPOSIT  INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES
ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE
OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED EXCEPT (A) TO A BUYER THAT THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE  SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED  INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE
REQUIREMENTS OF RULE 144A AND (B) IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES
LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
CERTIFICATE  ADMINISTRATOR,  THE MASTER  SERVICER,  THE SPECIAL SERVICER AND THE
DEPOSITOR  AGAINST ANY  LIABILITY  THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT
FROM THE 1933 ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.


                                     [V]-1


<PAGE>


                         PNC MORTGAGE ACCEPTANCE CORP.,
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
                            SERIES 2001-C1, [CLASS V]

                                                      Percentage Interest:____%

Certificate No.: V-___                             Registered Owner:__________

     This  certifies  that  _________  is the  registered  owner of a beneficial
interest in a Trust Fund, including the distributions to be made with respect to
the [Class V] Certificates. The Trust Fund, described more fully below, consists
primarily of a pool of  commercial  and  multifamily  Mortgage  Loans secured by
first liens on commercial  and  multifamily  properties and held in trust by the
Trustee and serviced by the Master  Servicer.  The Trust Fund was  created,  the
Mortgage Loans are to be serviced,  and this  Certificate is issued pursuant to,
and in accordance with, the terms of a Pooling and Servicing Agreement, dated as
of March 1, 2001  (the  "Pooling  and  Servicing  Agreement"),  by and among PNC
Mortgage  Acceptance  Corp.,  as  depositor  (the  "Depositor"),   Midland  Loan
Services,  Inc., as master servicer and special servicer (the "Master  Servicer"
or  "Special  Servicer"),  Wells Fargo Bank  Minnesota,  N.A.,  as trustee  (the
"Trustee") and LaSalle Bank National Association,  as Certificate  Administrator
(the "Certificate Administrator"). To the extent not defined herein, capitalized
terms used herein  shall have the meanings  assigned  thereto in the Pooling and
Servicing Agreement. The Holder of this Certificate, by virtue of the acceptance
hereof,  assents to the terms,  provisions  and  conditions  of the  Pooling and
Servicing Agreement and is bound thereby.

     The Certificate Administrator makes no representation or warranty as to any
of the  statements  contained  herein  or the  validity  or  sufficiency  of the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

     This  Certificate  represents a pro rata undivided  interest in the Grantor
Trust created pursuant to the Pooling and Servicing  Agreement.  Pursuant to the
terms of the Pooling and Servicing Agreement, the Certificate Administrator,  or
the Paying Agent on behalf of the  Certificate  Administrator,  will  distribute
(other than the final  distribution on any  Certificate),  on the twelfth day of
each month,  or if such  twelfth day is not a Business  Day,  the  Business  Day
immediately  following  such  twelfth day,  commencing  in April 2001 (each such
date, a "Distribution  Date"),  to the Person in whose name this  Certificate is
registered  as of the related  Record Date, an amount equal to such Person's pro
rata share (based on the Percentage  Interest  represented  by this  Certificate
after taking into account transfers and exchanges occurring prior to the related
Record Date) of that portion of the Deferred  Interest  then  distributable,  if
any, for such Distribution  Date, all as more fully described in the Pooling and
Servicing Agreement.

     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is specified in the notice to
Certificateholders of such final distribution.


                                     [V]-2



<PAGE>


     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates  for  cancellation  in order to receive,  from such funds held, the
final  distribution  with respect  thereto.  If within one year after the second
notice,  any such Certificates shall not have been surrendered for cancellation,
the  Certificate   Administrator   may,  directly  or  through  an  agent,  take
appropriate  steps to contact  the  remaining  non-tendering  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of
maintaining  such funds in trust and of contacting  Certificateholders  shall be
paid out of such funds.  If within two years after the second  notice,  any such
Certificates shall not have been surrendered for cancellation,  the Paying Agent
shall  pay  to  the  Class  R-III   Certificateholders   all  amounts  otherwise
distributable  to such  non-tendering  Holders.  No interest  shall accrue or be
payable  to any  Certificateholder  on any  amount  held  as a  result  of  such
Certificateholder's  failure to surrender its  Certificate(s)  for final payment
thereof  in  accordance  with  Section  4.8(b)  of  the  Pooling  and  Servicing
Agreement.  Such funds held by the Certificate  Administrator may be invested in
Permitted  Investments and all income and gain from such investment shall be for
the benefit of the Certificate Administrator.

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

     As  provided  in the Pooling and  Servicing  Agreement,  the Grantor  Trust
Collection  Account and the Grantor Trust  Distribution  Account will be held in
the name of the Trustee on behalf of the Holders of [Class V]  Certificates  and
the Master Servicer or the  Certificate  Administrator,  as applicable,  will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds  in the  Grantor  Trust  Collection  Account  will be  paid to the  Master
Servicer as set forth in the Pooling and Servicing Agreement.  Interest or other
income earned on funds in the Grantor  Distribution  Account will be paid to the
Certificate Administrator as provided in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations  thereon,  and the rights,  duties and immunities of the Trustee and
the  Certificate  Administrator.  In  the  case  of  any  conflict  between  the
provisions  set forth herein and those of the Pooling and  Servicing  Agreement,
the provisions of the Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.

     Prior to due presentation of this Certificate for registration of transfer,
the Depositor, the Trustee, the Certificate Administrator,  the Master Servicer,
the Special Servicer and any agent of any of them may


                                     [V]-3


<PAGE>


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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement,
other  than  in  connection  with  a  transfer  to an  Institutional  Accredited
Investor.  In  connection  with  any  transfer  to an  Institutional  Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate  Registrar's  counsel's  review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar  as provided in Section  5.2 of the Pooling and  Servicing  Agreement)
incurred by the  Certificate  Registrar in connection  with such  transfer.  The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax,  expense or other  governmental  charge  payable in connection
with any such transfer.

     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder of the Class R-I Certificates notice of the date
that the aggregate then  outstanding  Stated  Principal  Balance of the Mortgage
Loans is less than 1% of the aggregate Stated Principal  Balance of the Mortgage
Loans as of the Cut-off Date, the majority Holders of the Controlling Class, the
Master Servicer, the Special Servicer and the Majority  Certificateholder of the
Class R-I Certificates,  in that order, will have the option, to purchase all of
the Mortgage Loans and all  properties  acquired in respect of any Mortgage Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the  descendants  of Joseph P. Kennedy,  the late  ambassador of the
United States to the Court of St.  James,  living on the date of the Pooling and
Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the Majority  Certificateholder  of Class R-I Certificates  purchase
all of the remaining  Mortgage Loans and REO  Properties  held by the Trust Fund
pursuant to Section  9.1(b) of the Pooling and  Servicing  Agreement,  the party
effecting  such  purchase  (the  "Final  Purchaser")  shall (i)  deposit  in the
Collection  Account  not  later  than the  Determination  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 Termination  Price
and (ii) deliver notice to the Trustee and the Certificate  Administrator of its
intention to effect such purchase.  Upon confirmation that such deposit has been
made,  the Trustee shall release or cause to be released to the Final  Purchaser
or its designee the Mortgage  Files for the remaining  Mortgage  Loans and shall
execute all assignments,  endorsements and other instruments  furnished to it by
the Final Purchaser  without  recourse,  representation  or warranty as shall be
necessary  to  effectuate  transfer  of the  remaining  Mortgage  Loans  and REO
Properties  held by the Trust  Fund,  in each  case  without  representation  or
warranty by the Trustee. All Mortgage Files for the


                                     [V]-4


<PAGE>


remaining  Mortgage  Loans and REO  Properties  shall be  delivered to the Final
Purchaser or its designee.

     As a condition to the  purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                                     [V]-5

<PAGE>


     IN WITNESS WHEREOF, the Certificate Administrator has caused this [Class V]
Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          _____________________________

     This is the [Class V] Certificate  referred to in the Pooling and Servicing
Agreement.

Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                                     [V]-6



<PAGE>


                                   ASSIGNMENT

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

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

_____________________________________
_____________________________________

Date: ___________________      _____________________________________________
                                 Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                 Taxpayer Identification Number


                            DISTRIBUTION INSTRUCTIONS

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

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

______________________________________________________________________________

Distributions, if to be made by wire transfer in immediately available funds to

___________________ for the account of_________________________________________
___________________ account number_____________________________________________

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


                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title: ______________________________________________

                     _____________________________________________________
                     Taxpayer Identification Number


                                     [V]-7




<PAGE>




                                   EXHIBIT A-6

                          FORM OF RESIDUAL CERTIFICATES

               [CLASS R-I] [CLASS R-II] [CLASS R-III] CERTIFICATE

     THIS [CLASS R-I] [CLASS R-II] [CLASS R-III]  CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SELLERS, THE MASTER SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR OR ANY OF THEIR
RESPECTIVE  AFFILIATES.  NEITHER THE  CERTIFICATES  NOR THE  MORTGAGE  LOANS ARE
INSURED OR  GUARANTEED  BY THE UNITED  STATES  GOVERNMENT,  THE FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

     SOLELY  FOR  U.S.  FEDERAL  INCOME  TAX  PURPOSES,  THIS  CERTIFICATE  IS A
"RESIDUAL  INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC") AS
THOSE TERMS ARE DEFINED,  RESPECTIVELY,  IN SECTIONS  86OG(a)(2) AND 860D OF THE
CODE.  CONSEQUENTLY,  THE  TRANSFER OF THIS  CERTIFICATE  IS ALSO SUBJECT TO THE
ADDITIONAL TAX RELATED TRANSFER  RESTRICTIONS  DESCRIBED  HEREIN.  IF ANY PERSON
BECOMES THE REGISTERED  HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS,  SUCH PERSON SHALL BE DEEMED NOT TO BE A CERTIFICATEHOLDER FOR ANY
PURPOSE  HEREUNDER  OR UNDER THE POOLING  AND  SERVICING  AGREEMENT  REFERRED TO
HEREIN,  INCLUDING,  BUT NOT LIMITED TO, THE  RECEIPT OF  DISTRIBUTIONS  ON THIS
CERTIFICATE.

     THIS  CERTIFICATE  MAY NOT BE SOLD,  PLEDGED OR  OTHERWISE  TRANSFERRED  TO
"DISQUALIFIED  ORGANIZATIONS" WITHIN THE MEANING OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.

     A TRANSFEREE OF THIS CERTIFICATE,  BY ACCEPTANCE  HEREOF, IS DEEMED TO HAVE
ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS
SET FORTH IN SECTION 5.2 OF THE POOLING AND  SERVICING  AGREEMENT,  AND SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE TRUSTEE TO THE EFFECT
THAT,  AMONG OTHER THINGS,  (A) IT IS NOT A DISQUALIFIED  ORGANIZATION,  AS SUCH
TERM IS DEFINED IN CODE  SECTION  860E(e)(5),  OR AN AGENT  (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED  ORGANIZATION AND IS OTHERWISE
A  PERMITTED  TRANSFEREE  (AS DEFINED IN THE  POOLING  AND  SERVICING  AGREEMENT
REFERRED TO HEREIN),  (B) IT HAS  HISTORICALLY  PAID ITS DEBTS AS THEY HAVE COME
DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND
(C) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY
BECOME DUE.  ANY  PURPORTED  TRANSFER TO A  DISQUALIFIED  ORGANIZATION  OR OTHER
PERSON THAT IS NOT A PERMITTED  TRANSFEREE  OR  OTHERWISE  IN VIOLATION OF THESE
RESTRICTIONS  SHALL BE ABSOLUTELY  NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY
PURPORTED TRANSFEREE.  IF THIS CERTIFICATE  REPRESENTS A "NON-ECONOMIC  RESIDUAL
INTEREST," AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-l(c),  TRANSFERS OF
THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO
SATISFY  A  REGULATORY  SAFE  HARBOR  UNDER  WHICH  SUCH  TRANSFERS  WILL NOT BE
DISREGARDED,  THE  TRANSFEROR  MAY BE REQUIRED,  AMONG OTHER THINGS,  TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.


                    [R-I] [R-II] [R-III]-1


<PAGE>


     THE HOLDER OF THIS  CERTIFICATE,  BY ACCEPTANCE  HEREOF,  IS DEEMED TO HAVE
AGREED  TO  CONSENT  TO ACT AS "TAX  MATTERS  PERSON"  OF  [REMIC  I] AND TO THE
APPOINTMENT  OF THE  TRUSTEE AS  ATTORNEY-IN-FACT  AND AGENT FOR THE TAX MATTERS
PERSON OR AS  OTHERWISE  PROVIDED  IN THE  POOLING AND  SERVICING  AGREEMENT  TO
PERFORM THE FUNCTIONS OF A "TAX MATTERS PARTNER" FOR PURPOSES OF SUBCHAPTER C OF
CHAPTER 63 OF SUBTITLE F OF THE CODE.

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
UNDER THE UNITED  STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES
ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT BE
OFFERED,  SOLD, PLEDGED OR OTHERWISE  TRANSFERRED EXCEPT (A) TO A BUYER THAT THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE  SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANOTHER QUALIFIED  INSTITUTIONAL  BUYER IN A TRANSACTION  MEETING THE
REQUIREMENTS OF RULE 144A AND (B) IN ACCORDANCE  WITH ALL APPLICABLE  SECURITIES
LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
ANY  RETIREMENT  PLAN OR OTHER  EMPLOYEE  BENEFIT  PLAN OR  ARRANGEMENT  THAT IS
SUBJECT TO THE  EMPLOYEE  RETIREMENT  INCOME  SECURITY  ACT OF 1974,  AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR
(B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR SUCH
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, EXCEPT
IN  ACCORDANCE  WITH THE  PROVISIONS OF SECTION 5.2 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

     ANY HOLDER  DESIRING TO EFFECT A TRANSFER OF THIS  CERTIFICATE  SHALL,  AND
DOES HEREBY AGREE TO,  INDEMNIFY THE  CERTIFICATE  REGISTRAR,  THE TRUSTEE,  THE
MASTER SERVICER,  THE SPECIAL  SERVICER AND THE DEPOSITOR  AGAINST ANY LIABILITY
THAT MAY RESULT IF THE  TRANSFER  IS NOT EXEMPT FROM THE 1933 ACT OR IS NOT MADE
IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

     TRANSFERS  AND  EXCHANGES  OF PORTIONS OF THIS  CERTIFICATE  ARE SUBJECT TO
RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING  AGREEMENT  REFERRED TO IN
THIS CERTIFICATE.


                    [R-I] [R-II] [R-III]-2




<PAGE>


                          PNC MORTGAGE ACCEPTANCE CORP.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE,
             SERIES 2001-C1, [CLASS R-I] [CLASS R-II] [CLASS R-III]

                                                       Percentage Interest:___%

Certificate No.:  [R-I][R-II][R-III]-____          Registered Owner: _________

     This  certifies  that  ________________  is  the  registered  owner  of the
Percentage  Interest evidenced by this Certificate in the Trust Fund. The [Class
R-I] [Class R-II] [Class R-III] Certificateholder is not entitled to interest or
principal  distributions.  The Trust Fund, described more fully below,  consists
primarily of a pool of  commercial  and  multifamily  Mortgage  Loans secured by
first liens on commercial  and  multifamily  properties and held in trust by the
Trustee and serviced by the Master  Servicer.  The Trust Fund was  created,  the
Mortgage Loans are to be serviced,  and this  Certificate is issued pursuant to,
and in accordance with, the terms of a Pooling and Servicing Agreement, dated as
of March 1, 2001  (the  "Pooling  and  Servicing  Agreement"),  by and among PNC
Mortgage  Acceptance  Corp.,  as  depositor  (the  "Depositor"),   Midland  Loan
Services,  Inc., as master servicer and special servicer (the "Master  Servicer"
or  "Special  Servicer"),  Wells Fargo Bank  Minnesota,  N.A.,  as trustee  (the
"Trustee") and LaSalle Bank National Association,  as Certificate  Administrator
(the "Certificate Administrator"). To the extent not defined herein, capitalized
terms used herein  shall have the meanings  assigned  thereto in the Pooling and
Servicing Agreement. The Holder of this Certificate, by virtue of the acceptance
hereof,  assents to the terms,  provisions  and  conditions  of the  Pooling and
Servicing Agreement and is bound thereby.

     This  Certificate  represents  a  "residual  interest"  in a  "real  estate
mortgage  investment  conduit",  as those terms are  defined,  respectively,  in
Sections  86OG(a)(2)  and 860D of the Internal  Revenue Code of 1986, as amended
(the "Code").  Each Holder of this Certificate,  by acceptance hereof, agrees to
treat,  and  to  take  no  action  inconsistent  with  the  treatment  of,  this
Certificate  in accordance  with the preceding  sentence for purposes of federal
income taxes, state and local income and franchise taxes and other taxes imposed
on or measured by income.

     The Certificate  Administrator no  representation  or warranty as to any of
the  statements   contained  herein  or  the  validity  or  sufficiency  of  the
Certificates  or the Mortgage  Loans and has executed  this  Certificate  in its
limited  capacity as Certificate  Administrator  under the Pooling and Servicing
Agreement.

     Pursuant  to  the  terms  of  the  Pooling  and  Servicing  Agreement,  the
Certificate  Administrator,  or the  Paying  Agent on behalf of the  Certificate
Administrator,  will  distribute  (other  than  the  final  distribution  on any
Certificate),  on the twelfth day of each month, or if such twelfth day is not a
Business  Day,  the  Business  Day  immediately   following  such  twelfth  day,
commencing in April 2001 (each such date, a "Distribution Date"), to the holders
of this  Certificate  as of the  related  Record  Date,  an amount  equal to the
product of the  Percentage  Interest  specified  above and the  amount,  if any,
required to be  distributed  to holders of the [Class R-I] [Class  R-II]  [Class
R-III] Certificates under the terms of the Pooling and Servicing  Agreement.  It
is not anticipated that there will be any distributions  made on the [Class R-I]
[Class R-II] [Class R-III] Certificates.

     The [Class  R-I]  [Class  R-II]  [Class  R-III]  Certificateholder  will be
entitled to receive the proceeds of the remaining assets of [REMIC I] [REMIC II]
[REMIC III], if any, on the final Distribution Date for the [REMIC I] [REMIC II]
[REMIC III] Regular Interests, after distributions in respect of any accrued but
unpaid  interest on the [REMIC I] [REMIC II] [REMIC III] Regular  Interests  and
after distributions in reduction of principal balance have reduced the principal
balances of the [REMIC I] [REMIC II] [REMIC III] Regular  Interests to zero.  It
is not anticipated  that there will be any assets  remaining in [REMIC I] [REMIC
II]  [REMIC  III] on the final  Distribution  Date for the  [REMIC I] [REMIC II]
[REMIC III]  Regular  Interests  following  the  distributions  on the [REMIC I]
[REMIC II] [REMIC III] Regular Interests.


                    [R-I] [R-II] [R-III]-3


<PAGE>


     All  distributions  (other than the final  distribution on any Certificate)
will be made by the Certificate  Administrator to the persons in whose names the
Certificates  are registered at the close of business on each Record Date, which
will be the last  Business Day of the month  immediately  preceding the month in
which the related  Distribution Date occurs. Such distributions will be made (a)
by wire transfer in immediately  available funds to the account specified by the
Certificateholder  at a bank or other entity located in the United States having
appropriate  facilities  therefor,  if  such   Certificateholder   provides  the
Certificate  Administrator with wiring  instructions in writing on or before the
related Record Date, or otherwise (b) by check mailed to such Certificateholder.
The final  distribution on each  Certificate  shall be made in like manner,  but
only upon  presentment  and surrender of such  Certificate at the offices of the
Certificate  Administrator  or its agent  (which may be the Paying  Agent or the
Certificate  Registrar  acting as such agent) that is specified in the notice to
Certificateholders of such final distribution.

     Any funds not  distributed to Holders of any Class of  Certificates  on the
Distribution Date on which the final distribution with respect to such Class are
expected to be made  because of failure of  Certificateholders  to tender  their
Certificates  shall  be set  aside  and  held in trust  for the  account  of the
non-tendering Certificateholders. If any Certificates as to which notice of such
final  distribution has been given pursuant to Section 4.8(b) of the Pooling and
Servicing  Agreement shall not have been surrendered for cancellation within six
months after the time specified in such notice,  the  Certificate  Administrator
shall mail a second notice to the remaining non-tendering Certificateholders, at
their last  addresses  shown in the  Certificate  Register,  to surrender  their
Certificates  for  cancellation  in order to receive,  from such funds held, the
final  distribution  with respect  thereto.  If within one year after the second
notice,  any such Certificates shall not have been surrendered for cancellation,
the  Certificate   Administrator   may,  directly  or  through  an  agent,  take
appropriate  steps to contact  the  remaining  non-tendering  Certificateholders
concerning   surrender  of  their  Certificates.   The  costs  and  expenses  of
maintaining  such funds in trust and of contacting  Certificateholders  shall be
paid out of such funds.  If within two years after the second  notice,  any such
Certificates shall not have been surrendered for cancellation,  the Paying Agent
shall  pay  to  the  Class  R-III   Certificateholders   all  amounts  otherwise
distributable  to such  non-tendering  Holders.  No interest  shall accrue or be
payable  to any  Certificateholder  on any  amount  held  as a  result  of  such
Certificateholder's  failure to surrender its  Certificate(s)  for final payment
thereof  in  accordance  with  Section  4.8(b)  of  the  Pooling  and  Servicing
Agreement.  Such funds held by the Certificate  Administrator may be invested in
Permitted  Investments and all income and gain from such investment shall be for
the benefit of the Certificate Administrator.

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

     As provided in the Pooling and Servicing Agreement,  the Collection Account
and the  Distribution  Account will be held in the name of the Trustee on behalf
of the Holders of Certificates  specified in the Pooling and Servicing Agreement
and the Master Servicer or the Certificate Administrator, as applicable, will be
authorized to make  withdrawals  therefrom.  Amounts on deposit in such accounts
may be invested in Permitted  Investments.  Interest or other  income  earned on
funds in the Collection Account and the Distribution Account will be paid to the
Master Servicer as set forth in the Pooling and Servicing Agreement.

     This  Certificate  does not purport to summarize  the Pooling and Servicing
Agreement,  and reference is made to the Pooling and Servicing Agreement for the
interests,  rights,  benefits,  obligations and duties evidenced hereby, and the
limitations thereon, and the rights, duties and immunities of the Certificate


                    [R-I] [R-II] [R-III]-4


<PAGE>


Administrator.  In the case of any  conflict  between the  provisions  set forth
herein and those of the Pooling and Servicing  Agreement,  the provisions of the
Pooling and Servicing Agreement shall govern.

     As provided in the Pooling and  Servicing  Agreement and subject to certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the  Certificate  Register  only  upon  surrender  of  this  Certificate  for
registration  of  transfer at the offices of the  Certificate  Registrar  or any
transfer agent. The Certificate Registrar shall require that this Certificate be
accompanied  by  a  written  instrument  of  assignment  and  transfer  in  form
satisfactory to the Certificate  Registrar duly executed by the Holder hereof or
such Holder's  attorney duly authorized in writing.  Thereupon,  one or more new
Certificates  of a like  aggregate  Percentage  Interest  of the  same  Class in
authorized  denominations will be executed by the Certificate  Administrator and
authenticated by the Certificate  Administrator or the Authenticating  Agent and
delivered  by  the  Certificate   Registrar  to  the  designated  transferee  or
transferees.

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

     No fee or service charge shall be imposed by the Certificate  Registrar for
its  services  in respect of any  registration  of  transfer or exchange of this
Certificate  referred to in Section 5.2 of the Pooling and Servicing  Agreement,
other  than  in  connection  with  a  transfer  to an  Institutional  Accredited
Investor.  In  connection  with  any  transfer  to an  Institutional  Accredited
Investor, the transferor shall reimburse the Trust Fund for any costs (including
the cost of the Certificate  Registrar's  counsel's  review of the documents and
any legal opinions, submitted by the transferor or transferee to the Certificate
Registrar  as provided in Section  5.2 of the Pooling and  Servicing  Agreement)
incurred by the  Certificate  Registrar in connection  with such  transfer.  The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax,  expense or other  governmental  charge  payable in connection
with any such transfer.

     The Pooling and  Servicing  Agreement  or any  Custodial  Agreement  may be
amended  from time to time as provided in the Pooling and  Servicing  Agreement.
Depending upon the  circumstances,  an amendment may require the consent of all,
less than all, or none of the Certificateholders.

     On any  Distribution  Date after the  Certificate  Administrator  gives the
Holders of the Controlling Class, the Master Servicer, the Special Servicer, and
the Majority  Certificateholder  of the [Class R-I] [Class  R-II] [Class  R-III]
Certificates  notice  of the date that the  aggregate  then  outstanding  Stated
Principal  Balance of the Mortgage Loans is less than 1% of the aggregate Stated
Principal  Balance of the Mortgage  Loans as of the Cut-off  Date,  the majority
Holders of the Controlling Class, the Master Servicer,  the Special Servicer and
the Majority  Certificateholder  of the [Class R-I] [Class  R-II] [Class  R-III]
Certificates,  in that  order,  will have the  option,  to  purchase  all of the
Mortgage  Loans and all  properties  acquired  in respect of any  Mortgage  Loan
remaining in the Trust Fund,  and thereby  effect  termination of the Trust Fund
and early retirement of the then outstanding Certificates.

     Subject to certain  termination  requirements  set forth in the Pooling and
Servicing  Agreement,  the  obligations  created by the  Pooling  and  Servicing
Agreement shall terminate upon the earliest to occur of (i) the later of (A) the
final payment or other  liquidation  of the last Mortgage Loan held by the Trust
Fund and (B) the disposition of the last REO Property held by the Trust and (ii)
the sale of all Mortgage Loans and any REO Properties  held by the Trust Fund in
accordance  with Section  9.1(b) of the Pooling and Servicing  Agreement.  In no
event,  however,  will the Trust  Fund  created  by the  Pooling  and  Servicing
Agreement  continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P.


                             [R-I] [R-II] [R-III]-5


<PAGE>


Kennedy,  the late  ambassador  of the United  States to the Court of St. James,
living on the date of the Pooling and Servicing Agreement.

     In the event  that the  Holders of the  Controlling  Class  representing  a
majority  Percentage  Interest in such Class, the Master  Servicer,  the Special
Servicer or the  Majority  Certificateholder  of [Class R-I] [Class R-II] [Class
R-III]  Certificates  purchase  all of the  remaining  Mortgage  Loans  and  REO
Properties  held by the Trust Fund pursuant to Section 9.1(b) of the Pooling and
Servicing  Agreement,  the party effecting such purchase (the "Final Purchaser")
shall (i) deposit in the  Collection  Account  not later than the  Determination
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
Termination  Price and (ii)  deliver  notice to the Trustee and the  Certificate
Administrator of its intention to effect such purchase.  Upon  confirmation that
such deposit has been made, the Trustee shall release or cause to be released to
the Final  Purchaser  or its  designee  the  Mortgage  Files  for the  remaining
Mortgage  Loans  and  shall  execute  all  assignments,  endorsements  and other
instruments   furnished  to  it  by  the  Final  Purchaser   without   recourse,
representation  or warranty as shall be necessary to effectuate  transfer of the
remaining Mortgage Loans and REO Properties held by the Trust Fund, in each case
without  representation  or warranty by the Trustee.  All Mortgage Files for the
remaining  Mortgage  Loans and REO  Properties  shall be  delivered to the Final
Purchaser or its designee.

     As a condition to the  purchase of the assets of the Trust Fund,  the Final
Purchaser  shall  deliver to the Trustee and the  Certificate  Administrator  an
Opinion  of  Counsel,  which  shall be at the  expense  of the Final  Purchaser,
stating that the  resulting  termination  of the Trust Fund will be a "qualified
liquidation"  under Section  860F(a)(4) of the Code. Such purchase shall be made
in accordance with the additional Trust Fund termination procedures set forth in
the Pooling and Servicing Agreement.

     Unless the  Certificate  of  Authentication  on this  Certificate  has been
executed by the Certificate Administrator or on its behalf by the Authenticating
Agent,  by manual  signature,  this  Certificate  shall not be  entitled  to any
benefit under the Pooling and Servicing Agreement or be valid for any purpose.

                     [SIGNATURES COMMENCE ON FOLLOWING PAGE]


                             [R-I] [R-II] [R-III]-6


<PAGE>


     IN WITNESS WHEREOF,  the Certificate  Administrator  has caused this [Class
R-I] [Class R-II] [Class R-III] Certificate to be duly executed.


Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Certificate
                          Administrator


                          By:_____________________________________________
                               Authorized Officer


                          Certificate of Authentication
                          _____________________________

     This is one of the [Class  R-I] [Class  R-II]  [Class  R-III]  Certificates
referred to in the Pooling and Servicing Agreement.

Dated: _______________________


                          LaSalle Bank National Association, not in its
                          individual capacity but solely as Authenticating
                          Agent


                          By:______________________________________________
                               Authorized Officer


                             [R-I] [R-II] [R-III]-7



<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED, the undersigned  ("Assignor(s)") hereby sell(s),  assign(s),
and transfer(s) unto __________________________________________________  (please
print or  typewrite  name(s) and  address(es),  including  postal zip code(s) of
assignee(s))  ("Assignee(s)") the entire Percentage Interest  represented by the
within   [Class  R-I]  [Class  R-II]  [Class  R-III]   Certificate   and  hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.

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

_____________________________________
_____________________________________

Date: ___________________      _____________________________________________
                                 Signature by or on behalf of Assignor(s)


                               _____________________________________________
                                 Taxpayer Identification Number


                            DISTRIBUTION INSTRUCTIONS

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

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

___________________________________________________________________________

Distributions, if to be made by wire transfer in immediately available funds to

___________________ for the account of_________________________________________
___________________ account number_____________________________________________

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


                     By:__________________________________________________

                     Name: _______________________________________________
                     [Please print or type name(s)]

                     Title: ______________________________________________

                     _____________________________________________________
                     Taxpayer Identification Number


                             [R-I] [R-II] [R-III]-8


<PAGE>


                                   EXHIBIT B-1

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>

<S>           <C>                 <C>                                   <C>                   <C>             <C>        <C>


Loan Number   Warranting Party    Property Name                         Original Balance      Cut-off Date    Mortgage   Admin Cost
                                                                                                 Balance         Rate       Rate


6             PNC Bank            Blackwell I                             $19,100,000.00      $19,077,704.81    7.41%         3.78
7             PNC Bank            Overland Crossing Shopping Center       $19,051,000.00      $19,029,609.92    7.91%         3.78
14            PNC Bank            Radisson Plaza Hotel                    $14,950,000.00      $14,927,229.81    7.77%         3.78
17            PNC Bank            Twelve Oaks Office Park                 $13,000,000.00      $13,000,000.00    7.47%         3.78
31            PNC Bank            Barry Towne Center - Phase II            $9,500,000.00       $9,500,000.00    7.92%         5.78

34            PNC Bank            AmeriSuites Hotel                        $8,750,000.00       $8,750,000.00    7.79%         3.78
38            PNC Bank            BWAY Corporation                         $8,143,000.00       $7,998,919.78    8.21%         3.78
39            PNC Bank            Hampton Inn                              $8,000,000.00       $7,981,557.16    8.08%         6.78
43            PNC Bank            Village Royale Shopping Center           $7,225,000.00       $7,225,000.00    7.45%         3.78
48            PNC Bank            The Huntington Hollow Apartments         $6,400,000.00       $6,392,271.87    7.01%         3.78
49            PNC Bank            Wyle Laboratories                        $6,300,000.00       $6,300,000.00    7.48%         6.78
50            PNC Bank            Beckman Bioscience Building              $6,300,000.00       $6,293,052.22    8.16%         3.78
51            PNC Bank            Arnold Station                           $6,000,000.00       $5,992,973.27    7.37%         8.78
53            PNC Bank            Swan Lake Apartments                     $5,840,000.00       $5,829,693.31    7.25%         3.78
54            PNC Bank            Temple Terrace Kmart                     $5,629,000.00       $5,619,424.24    7.48%         3.78
55            PNC Bank            Greenway Springs Apartments              $5,500,000.00       $5,500,000.00    7.25%         3.78
56            PNC Bank            Homewood Suites                          $5,475,000.00       $5,462,292.76    8.03%         6.78
59            PNC Bank            Comfort Inn - Falls Church               $5,100,000.00       $5,100,000.00    7.94%         3.78
63            PNC Bank            Baker Center                             $4,600,000.00       $4,594,857.87    7.97%         7.78
68            PNC Bank            Somerset Apartments                      $4,400,000.00       $4,287,002.51    6.74%         3.78
69            PNC Bank            Comfort Inn                              $4,250,000.00       $4,243,647.15    8.01%         8.78
70            PNC Bank            2501 Santa Fe Avenue                     $4,200,000.00       $4,193,325.44    7.25%         3.78
71            PNC Bank            Towngate Racquet Club Apartments         $4,200,000.00       $4,193,078.57    7.68%         9.78
73            PNC Bank            Pacific Spice Company                    $4,200,000.00       $4,145,049.00    8.45%        13.78
76            PNC Bank            Country Squire Apartments                $3,739,000.00       $3,739,000.00    7.27%         3.78
79            PNC Bank            Lions Head Office Park                   $3,600,000.00       $3,450,068.54    7.57%         3.78
82            PNC Bank            Olde Orchard Apartments                  $3,360,000.00       $3,360,000.00    7.43%         3.78
83            PNC Bank            Kingsborough Townhomes                   $3,350,000.00       $3,350,000.00    7.27%         3.78
84            PNC Bank            Fore River Place                         $3,325,000.00       $3,325,000.00    7.35%         3.78
87            PNC Bank            Inwood Apartments                        $3,150,000.00       $3,146,367.18    7.56%         8.78
88            PNC Bank            Harbor Court Plaza                       $3,100,000.00       $3,095,333.75    7.92%         3.78
89            PNC Bank            Madison Suites Hotel                     $3,170,000.00       $3,053,742.16    6.95%         3.78


                                     B-1-1

<PAGE>



Loan Number   Warranting Party    Property Name                         Original Balance      Cut-off Date    Mortgage   Admin Cost
                                                                                                 Balance         Rate       Rate


97            PNC Bank            5600 Lincoln Building                    $2,625,000.00       $2,618,409.73    7.45%         3.78
98            PNC Bank            774 Placentia Building                   $2,550,000.00       $2,545,744.06    7.60%         8.78
100           PNC Bank            Wesley Medical Office                    $2,440,000.00       $2,440,000.00    7.54%         3.78
104           PNC Bank            IMMCO Bldg                               $2,350,000.00       $2,350,000.00    7.50%         9.78
108           PNC Bank            Kaufman & Broad Building                 $2,300,000.00       $2,297,343.24    7.54%         7.78
109           PNC Bank            Sixth Street Townhomes                   $2,285,000.00       $2,282,303.93    7.28%         3.78
110           PNC Bank            Foothill Self Storage                    $2,250,000.00       $2,244,847.79    8.13%         3.78
111           PNC Bank            ALG Blue Ash Office Building             $2,240,000.00       $2,237,393.78    7.45%         3.78
116           PNC Bank            Food 4 Less                              $2,000,000.00       $1,996,866.31    7.42%         3.78
120           PNC Bank            Holgate Commons                          $1,800,000.00       $1,800,000.00    7.40%         3.78
122           PNC Bank            A Space Place                            $1,668,000.00       $1,622,602.09    8.63%         3.78
126           PNC Bank            Crown II Office Warehouse                $1,160,000.00       $1,157,222.68    7.80%         3.78
127           PNC Bank            Production Office Park                   $1,075,000.00       $1,073,171.26    7.48%         3.78
1             MSDWMC              Danbury Fair Mall                          $83,964,275         $83,964,275    7.510%        2.28
2             MSDWMC              Potomac Mills (I)                          $40,140,845         $40,140,845    7.460%        1.53
3             MSDWMC              Gurnee Mills (I)                           $34,859,155         $34,859,155    7.460%        1.53
8             MSDWMC              Torrey Reserve West                        $19,000,000         $19,000,000    7.535%        3.78
10            MSDWMC              St. Andrews Apartments                     $16,500,000         $15,688,500    7.910%        3.78
12            MSDWMC              Parkway Commerce (II)                       $9,300,000          $9,300,000    7.500%        3.78
13            MSDWMC              SBS Technologies (II)                       $5,812,500          $5,812,500    7.500%        3.78
16            MSDWMC              Indian Creek Court                         $13,450,000         $13,428,251    7.800%        3.78
19            MSDWMC              2777 Summer Street                         $12,800,000         $12,779,138    7.750%        3.78
20            MSDWMC              Century XXI Office Complex                 $12,250,000         $12,230,035    7.750%        3.78
29            MSDWMC              Legacy Retirement Center                    $9,800,000          $9,783,850    7.680%        3.78
32            MSDWMC              Memorex Drive Business Park                 $9,300,000          $9,300,000    7.450%        8.78
33            MSDWMC              Eastview Commons                            $8,800,000          $8,773,550    8.230%        3.78
35            MSDWMC              Market Square Shopping Center               $8,780,000          $8,567,903    7.020%        3.78
44            MSDWMC              Sadler Medical Office                       $7,150,000          $7,135,980    8.150%        3.78
45            MSDWMC              Sanford Farms Shopping Center               $7,750,000          $7,098,515    7.670%        3.78
72            MSDWMC              Landmark Commerce Center I                  $4,150,000          $4,150,000    7.600%        3.78
85            MSDWMC              MIE Corporate Center - Building K           $3,300,000          $3,294,553    7.670%        8.78
99            MSDWMC              Plaza Del Sol                               $2,500,000          $2,496,171    7.700%        3.78
114           MSDWMC              Regency Square                              $2,080,000          $2,077,636    7.750%        3.78
4             LBNA                River Center                               $29,000,000         $29,000,000    7.284%        5.78


                                     B-1-2

<PAGE>

Loan Number   Warranting Party    Property Name                         Original Balance      Cut-off Date    Mortgage   Admin Cost
                                                                                                 Balance         Rate       Rate


5              LBNA               Deer Grove Shopping Center                  20,500,000         $20,468,523    8.130%        3.78
9              LBNA               White Lake Marketplace                      17,300,000         $17,279,972    7.512%        3.78
11             LBNA               Westpark Distribution Center                15,250,000         $15,224,140    7.500%        3.78
15             LBNA               Elk Grove SK                                14,150,000         $14,150,000    7.750%        3.78
21             LBNA               Motorola Building                           11,500,000         $11,500,000    7.625%        3.78
30             LBNA               University Plaza                             9,600,000          $9,583,721    7.500%        3.78
36             LBNA               Columbia Plaza                               8,200,000          $8,116,802    8.090%        3.78
42             LBNA               The Commons                                  7,300,000          $7,291,608    7.600%        3.78
47             LBNA               COUNTRY ACRES VILLAGE 1                      7,050,000          $7,035,313    7.852%        3.78
52             LBNA               Metro Exchange Building                      6,000,000          $5,984,128    8.112%        3.78
58             LBNA               Newton Place Apartments                      5,120,000          $5,111,629    7.730%        3.78
61             LBNA               Autumn Glen                                  5,000,000          $5,000,000    7.480%        3.78
62             LBNA               River Oaks MHP                               4,900,000          $4,894,335    7.530%        4.78
67             LBNA               Arrowhead Apartments                         4,300,000          $4,290,782    7.710%        3.78
77             LBNA               Country Inn                                  3,500,000          $3,500,000    8.600%        3.78
78             LBNA               Meadowbrook Mall                             3,500,000          $3,479,007    7.990%        3.78
80             LBNA               IAC   10100 AVIATION                         3,450,000          $3,444,970    8.465%        3.78
86             LBNA               The Registry                                 3,150,000          $3,146,378    7.600%        3.78
92             LBNA               Palmer Park Apartments                       2,840,000          $2,832,799    8.320%        3.78
96             LBNA               Gateway Center                               2,675,000          $2,671,900    7.500%        3.78
102            LBNA               Dolton Plaza                                 2,400,000          $2,389,778    8.470%        3.78
105            LBNA               Richton Park Walgreens                       2,350,000          $2,346,194    7.790%        3.78
106            LBNA               Walgreens 95th & Halsted                     2,345,000          $2,342,353    7.840%        3.78
112            LBNA               Summer Ridge Apartments                      2,214,000          $2,210,246    7.500%        3.78
113            LBNA               Lakewood Professional Center                 2,120,000          $2,120,000    7.750%        3.78
119            LBNA               Meadowstone Apartments I                     1,840,000          $1,836,219    7.920%        3.78
128            LBNA               401 E. Ontario                               1,000,000          $1,000,000    7.434%        3.78
18             Midland Loan       Solana Beach Corporate Centre           $12,900,000.00      $12,852,572.46     8.22%        4.78
               Services
22             Midland Loan       Storage Plus - East Boise                $1,845,000.00       $1,821,084.41     8.50%        3.78
               Services
23             Midland Loan       Storage Plus - Idaho Falls                 $745,000.00         $735,343.03     8.50%        3.78
               Services
24             Midland Loan       Storage Plus - Pocatello                 $1,185,000.00       $1,169,639.58     8.50%        3.78
               Services
25             Midland Loan       Storage Plus - East Murray               $4,065,000.00       $4,012,307.94     8.50%        3.78
               Services
26             Midland Loan       Mid-Valley Storage Plus                  $3,100,000.00       $3,059,816.63     8.50%        3.78
               Services
27             Midland Loan       Storage Plus - North Murray              $1,060,000.00       $1,046,259.88     8.50%        3.78
               Services
28             Midland Loan       Post Mark Apartments                    $10,135,000.00      $10,102,282.59     7.92%        3.78
               Services


                                     B-1-3


<PAGE>


Loan Number   Warranting Party    Property Name                         Original Balance      Cut-off Date    Mortgage   Admin Cost
                                                                                                 Balance         Rate       Rate


37            Midland Loan        The Falls on Antoine Apartments          $8,125,000.00       $8,078,787.57     8.20%        3.78
              Services
40            Midland Loan        The Tuscany at Goldmark Apartments       $7,500,000.00       $7,480,030.60     8.08%        3.78
              Services
41            Midland Loan        Pinebrooke Commerce Center III and IV    $7,400,000.00       $7,362,601.69     8.35%        7.78
              Services
46            Midland Loan        Kearny Mesa Business Center              $7,100,000.00       $7,073,896.47     8.22%        4.78
              Services
57            Midland Loan        Best Buy Store                           $5,135,000.00       $5,121,520.69     8.15%        3.78
              Services
60            Midland Loan        Huntington Circle Apartments             $5,050,000.00       $5,039,496.80     7.86%        3.78
              Services
64            Midland Loan        Price Chopper                            $4,600,000.00       $4,587,399.83     7.94%        3.78
              Services
65            Midland Loan        Best Buy                                 $4,364,000.00       $4,355,266.83     8.05%        3.78
              Services
66            Midland Loan        Chapel Ridge Apartments (Salina II)      $4,300,000.00       $4,293,251.45     7.99%        8.78
              Services
74            Midland Loan        PETsMART                                 $4,031,000.00       $4,020,397.15     8.14%        3.78
              Services
75            Midland Loan        River Glen Apartments                    $3,950,000.00       $3,916,199.28     8.26%        3.78
              Services
81            Midland Loan        McKenzie Medical Center                  $3,400,000.00       $3,383,076.00     8.23%        7.78
              Services
90            Midland Loan        The Lodge Apartment Homes                $3,043,000.00       $3,025,514.87     8.16%        3.78
              Services
91            Midland Loan        Olive Tree Apartments                    $2,840,000.00       $2,835,297.50     7.65%        3.78
              Services
93            Midland Loan        The Glenbrook Apartment Homes            $2,800,000.00       $2,788,527.44     8.23%        3.78
              Services
94            Midland Loan        Radcliff Square Shopping Center          $2,825,000.00       $2,755,238.23     6.92%       13.78
              Services
95            Midland Loan        The Bender Hollow Apartment Homes        $2,703,000.00       $2,687,626.22     8.20%        3.78
              Services
101           Midland Loan        Med James Multi-Tenant Office Building   $2,500,000.00       $2,429,829.03     5.97%        3.78
              Services
103           Midland Loan        Bristol Medical Office Building          $2,388,000.00       $2,383,317.54     8.15%        3.78
              Services
107           Midland Loan        Metro North Plaza & Commons              $2,350,000.00       $2,333,734.32     7.92%        3.78
              Services
115           Midland Loan        PetSmart Superstore                      $2,062,000.00       $2,057,898.68     8.08%        9.78
              Services
117           Midland Loan        The Village of Loch Katrine I            $2,000,000.00       $1,993,651.77     7.99%        3.78
              Services
118           Midland Loan        Rancho Del Rey Business Center           $1,875,000.00       $1,871,255.41     8.06%        3.78
              Services
121           Midland Loan        Pepper Tree Apartments                   $1,750,000.00       $1,744,259.76     7.79%        6.78
              Services
123           Midland Loan        Salmon Creek Retail                      $1,488,000.00       $1,484,188.32     8.27%        9.78
              Services
124           Midland Loan        Lexington Medical Building               $1,362,000.00       $1,358,269.26     7.94%        3.78
              Services
125           Midland Loan        945 Concord                              $1,250,000.00       $1,246,954.06     7.67%        3.78
              Services
129           Midland Loan        Wilshire West Apartments                 $1,000,000.00         $962,342.83     7.22%        3.78
              Services
130           Midland Loan        Park Place East Apartments                 $660,000.00         $644,582.59     6.84%        3.78
              Services
131           Midland Loan        Barrington Apartments                      $550,000.00         $530,742.64     7.46%       13.78
              Services



</TABLE>

                                     B-1-4

<PAGE>


                                   EXHIBIT B-2

                     FORM OF INITIAL CUSTODIAN CERTIFICATION

                                 March __, 2001


[Addressees should include the Depositor,  the Operating Adviser,  the Placement
Agents, each Seller, the Master Servicer and the Special Servicer]


      Re:  Pooling and Servicing  Agreement  dated as of March 1, 2001 relating
           to PNC Mortgage Acceptance Corp.,  Commercial Mortgage  Pass-Through
           Certificates, Series 2001-C1


Ladies and Gentlemen:

     In  accordance  with the  provisions  of  Section  2.2 of the  Pooling  and
Servicing  Agreement,  the undersigned  hereby certifies that,  except as may be
specified in the schedule of  exceptions  to the Trustee  Mortgage File delivery
attached hereto,

                (A) all documents pursuant to clause (i) of the second paragraph
                    of Section 2.1 of the Pooling and Servicing Agreement are in
                    its possession for each Mortgage Loan listed on the Mortgage
                    Loan Schedule,

                (B) such documents have  been reviewed  by it and  have not been
                    materially  mutilated,  damaged,  defaced, torn or otherwise
                    physically  altered,  and  such  documents  relate  to  such
                    Mortgage  Loan  (including  whether the  original  principal
                    balance  for  each  Note  conforms  to  that  listed  on the
                    Mortgage Loan Schedule for the related Mortgage Loan), and

                (C) each Note has been endorsed as provided in clause (i) of the
                    second paragraph of Section 2.1 of the Pooling and Servicing
                    Agreement.



     Capitalized  words used herein and not otherwise  defined herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.


                                     B-2-1









<PAGE>


                     [WELLS FARGO BANK MINNESOTA, N.A., as Trustee.]
                     [or]
                     [CUSTODIAN]

                     By:__________________________________
                     Name:________________________________
                     Title:_______________________________


                                     B-2-2

<PAGE>


                                   EXCEPTIONS
                                   __________


                                     B-2-3



<PAGE>


                                   EXHIBIT B-3

                      FORM OF FINAL CUSTODIAN CERTIFICATION

                                 March __, 2001



[Addressees should include the Depositor,  the Operating Adviser,  the Placement
Agents,  any Seller with a Mortgage  Loan listed on the schedule of  exceptions,
the Master Servicer and the Special Servicer]

Ladies and Gentlemen:

     This  report is being  provided  pursuant to Section 2.2 of the Pooling and
Servicing  Agreement  dated as of March 1,  2001  (the  "Pooling  and  Servicing
Agreement"),  by and among PNC Mortgage Acceptance Corp., as depositor,  Midland
Loan Services,  Inc., as master servicer and special servicer,  Wells Fargo Bank
Minnesota,   N.A.,  as  trustee  (the  "Trustee"),  and  LaSalle  Bank  National
Association, as Certificate Administrator.

     In  accordance  with the  provisions  of  Section  2.2 of the  Pooling  and
Servicing  Agreement,  the  undersigned  hereby  is  providing  notice  that the
attached  schedule  consists of  exceptions  to the Trustee  Mortgage  File that
either have not been executed or received, have not been endorsed or assigned to
the extent  required,  have not been  recorded or filed,  are  unrelated  to the
Mortgage Loans  identified in the Mortgage Loan  Schedule,  appear on their face
not to be what they  purport to be or have been  torn,  mutilated  or  otherwise
defaced.

     Capitalized  words used herein and not otherwise  defined herein shall have
the respective meanings assigned to them in the Pooling and Servicing Agreement.


                     [CUSTODIAN]

                     By:__________________________________
                     Name:________________________________
                     Title:_______________________________


                                     B-3-1




<PAGE>


                                   EXHIBIT C-1

                                     FORM OF
                       TRANSFER AND AGREEMENT FOR TRANSFER
                    OF REMIC RESIDUAL CERTIFICATES AFFIDAVIT

                                                AFFIDAVIT PURSUANT TO         )
                                                SECTION 860E(e)(4) OF THE     )
                                                INTERNAL REVENUE CODE OF      )
                                                1986, AS AMENDED              )

STATE OF _____________________)
                              )  ss:
COUNTY OF_____________________)

          ______________________________,  being first duly  sworn,  deposes and
says that:

          1.    He/she is a of (the prospective  purchaser (the  "Purchaser")),
a duly  organized  and  existing  under the laws of the State of ________  [as a
national  bank],  on behalf of which he makes this  affidavit.  All  capitalized
terms used but not otherwise  defined herein shall have the respective  meanings
set forth in the Pooling and Servicing  Agreement pursuant to which the Residual
Certificates were issued (the "Pooling and Servicing Agreement").

          2.    The Purchaser's Taxpayer Identification Number is _____________.

          3.    The Purchaser is not a Disqualified  Organization as hereinafter
defined and will endeavor not to become a Disqualified  Organization for so long
as it  holds  the  Residual  Certificates  and is not  purchasing  the  Residual
Certificates for the account of, or as an agent (including as a broker,  nominee
or other  middleman)  for,  a  Disqualified  Non-U.S.  Person.  A  "Disqualified
Organization"  means  the  United  States,  any state or  political  subdivision
thereof,  any agency or  instrumentality  of any of the foregoing (other than an
instrumentality,  all of the activities of which are subject to tax and,  except
for the Federal  Home Loan  Mortgage  Corporation,  a majority of whose board of
directors  is not  selected  by any such  governmental  entity)  or any  foreign
government,  international organization or any agency or instrumentality of such
foreign government or organization, any rural electric or telephone cooperative,
or any organization (other than certain farmers' cooperatives) that is generally
exempt from federal income tax unless such organization is subject to the tax on
unrelated business taxable income.

          4.    The  Purchaser  of  this _____%  Percentage  Interest of the PNC
Mortgage Acceptance Corp, Commercial Mortgage Pass-Through Certificates,  Series
2001-C1, [Class R-I,] [Class R-II] and [Class R-III] Certificates (the "Residual
Certificates")   is  a  Permitted   Transferee  (as  defined  in  Article  I  of
----------------------- the Pooling and Servicing Agreement dated as of March 1,
2001, by and among PNC Mortgage  Acceptance  Corp.,  as depositor,  Midland Loan
Services, Inc., as master


                                     C-1-1


<PAGE>


servicer and special servicer, Wells Fargo Bank Minnesota, N.A., as trustee, and
LaSalle Bank National  Association,  as certificate  administrator (the "Pooling
and Servicing  Agreement"))  or is acquiring the Residual  Certificates  for the
account of, or as agent (including as a broker, nominee or other middleman) for,
a Permitted  Transferee and has received from such person or entity an affidavit
substantially in the form of this affidavit.

          5.    The Purchaser historically has paid its debts as they  have come
due and  intends  to pay its  debts  as they  come  due in the  future,  and the
Purchaser  hereby  represents to and for the benefit of the transferor  that the
Purchaser  intends  to pay  any  taxes  associated  with  holding  the  Residual
Certificates  as they come due,  with the full  understanding  that it may incur
liabilities with respect to the Residual Certificates in excess of any cash flow
generated by the Residual Certificates.

          6.    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.)

          7.    The Purchaser will not transfer the Residual Certificates to any
person  or entity  from  which  the  Purchaser  has not  received  an  affidavit
substantially  in the form of this  affidavit or as to which the  Purchaser  has
actual  knowledge that the requirements set forth in paragraph 3, paragraph 4 or
paragraph 5 hereof are not  satisfied or that the  Purchaser  has reason to know
does not satisfy the requirements set forth in paragraph 4 hereof.

          8.    If a  "tax matters  person" is  required to  be designated  with
respect to each of [REMIC I], [REMIC II] and [REMIC III],  the Purchaser  agrees
to act as "tax  matters  person" and to perform the  functions  of "tax  matters
person" of each of [REMIC I],  [REMIC II] and [REMIC  III]  pursuant  to Section
10.2 of the  Pooling  and  Servicing  Agreement,  and agrees to the  irrevocable
designation of the Certificate Administrator as the Purchaser's attorney-in-fact
and agent in performing the function of "tax matters person."

          9.    The  Purchaser  agrees  to  be  bound  by  and  to  abide by the
provisions  of Section  5.2 of the Pooling and  Servicing  Agreement  concerning
registration of the transfer and exchange of the Residual Certificates.

          10.   The Purchaser has reviewed the  provisions of Section ___ of the
Pooling and Servicing Agreement,  a description of which provisions is set forth
in the Residual  Certificate (in particular,  clause ____ of Section ____, which
authorizes  the Trustee to deliver  payments on the  Residual  Certificate  to a
Person other than the Purchaser and clause ___ of Section _____ which authorizes
the Trustee to  negotiate  a mandatory  sale of the  Residual  Certificates,  in
either case, in the event that the Purchaser holds such Residual Certificates in
violation of Section ____);  and the Transferee  expressly agrees to be bound by
and comply with such provisions.

                                     C-1-2


<PAGE>


          11.   The  Purchaser  agrees  to  such  amendments of  the Pooling and
Servicing Agreement as may be required to further effectuate the restrictions on
transfer of the Residual Certificates to such a "disqualified  organization," an
agent thereof, or a person that does not satisfy the requirements of paragraph 4
and paragraph 7 hereof.

          12.   No purpose of the Purchaser relating to its purchase or any sale
of  the  Residual  Certificates  is or  will  be to  impede  the  assessment  or
collection of any tax.

          13.   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  believes
that it will not  consummate  any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

          14.   The  Purchaser is aware (i) of the tax that would  be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates;  (ii) that such
tax would be on the  transferor  or, if such transfer is through an agent (which
Person includes a broker,  nominee or middleman) for a non-Permitted  purchaser,
on the  agent;  (iii)  that the  Person  otherwise  liable  for the tax shall be
relieved of liability for the tax if the transferee  furnishes to such Person an
affidavit  that the  transferee  is a Permitted  Transferee  and, at the time of
transfer,  such Person  does not have actual  knowledge  that the  affidavit  is
false; and (iv) that the Residual  Certificates may be a "non-economic  residual
interest" within the meaning of Treasury Regulation Section 1.860E-1(c) and that
the transferor of a "non-economic  residual interest" will remain liable 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.

          15.   For purposes of determining whether this Residual Certificate is
a non-economic  residual  interest,  the Purchaser  calculated present values in
accordance  with  Proposed  Treasury  Regulation  Sections   1.860E-1(c)(2)  and
1.860E-2(a)(4)  using a  discount  rate at least  equal to the lesser of (A) the
applicable  Federal rate prescribed by Section  1274(d) of the Code,  compounded
semiannually,  and (B) the rate at which  Purchaser  regularly  borrows,  in the
ordinary course of its trade or business, substantial funds from unrelated third
parties.



                            [Signature on next page]


                                     C-1-3



<PAGE>


          IN WITNESS WHEREOF, the  Purchaser  has caused  this  instrument to be
executed on its behalf,  pursuant to authority of its [Board of  Directors],  by
its _______________ this ____ day of _________, 20__.

                               [Purchaser]



                               By:  _______________________________________
                                    Title:_________________________________
                                    Name: _________________________________


          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 Purchaser,  and acknowledged to
me that he executed  the same as his free act and deed and the free act and deed
of the Purchaser.

          Subscribed and sworn before me this _____ day of __________, 20__.


                               _______________________________________________
                               NOTARY PUBLIC

COUNTY OF

STATE OF

My commission expires the ____ day of _____________.


                                     C-1-4



<PAGE>


                                   EXHIBIT C-2

                            FORM OF TRANSFEROR LETTER



                                     [Date]


LaSalle Bank National Association, as Certificate Registrar
135 South LaSalle Street, Ste. 1625
Chicago, Illinois 60603

      Re:  PNC Mortgage Acceptance Corp., Commercial Mortgage Pass-Through
           Certificates, Series 2001-C1
           ____________________________

Ladies and Gentlemen:

                [Transferor]  has   reviewed   the   attached    affidavits   of
[Transferee],  and has no actual knowledge that such affidavits are not true and
has no reason to know that the information contained therein is not true.

                No purpose of  [Transferor]  relating to  the  transfer  of  the
Residual  Certificates  by  [Transferor] to [Transferee] is or will be to impede
the assessment or collection of any tax.

                [Transferor]  has  at  the  time  of  this transfer  conducted a
reasonable   investigation  of  the  financial   condition  of  [Transferee]  as
contemplated by Treasury regulation Section  1.860E-1(c)(4)(i)  and, as a result
of  that  investigation,  [Transferor]  has  determined  that  [Transferee]  has
historically  paid its debts as they  became  due and has  found no  significant
evidence to indicate  that  [Transferee]  will not  continue to pay its debts as
they become due in the future. [Transferor] understands that the transfer of the
Residual Certificates may not be respected for United States income tax purposes
(and  [Transferor]  may  continue to be liable for United  States  income  taxes
associated therewith) unless [Transferor] has conducted such an investigation.


                                Very truly yours,

                                [Transferor]


                                     C-2-1


<PAGE>

                                   EXHIBIT D-1
                       FORM OF TRANSFEROR CERTIFICATE FOR
             TRANSFERS OF DEFINITIVE PRIVATELY OFFERED CERTIFICATES

                                     [Date]

[Certificate Registrar]

      Re:  PNC Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
           Certificates, Series 2001-C1, Class __ (the "Certificates")

Ladies and Gentlemen:

This  letter  is   delivered  to  you  in   connection   with  the  transfer  by
_________________  (the "Transferor") to _________________ (the "Transferee") of
Class ___ Certificates [having an initial Certificate Balance or Notional Amount
as of March __, 2001 (the "Closing  Date") of  $__________]  [evidencing a ____%
Percentage Interest in the related Class] (the "Transferred Certificates").  The
Transferred  Certificates  were issued  pursuant  to the  Pooling and  Servicing
Agreement  (the "Pooling and Servicing  Agreement"),  dated as of March 1, 2001,
among PNC Mortgage Acceptance Corp., as depositor,  Midland Loan Services, Inc.,
as master servicer and special servicer,  LaSalle Bank National Association,  as
certificate administrator, and Wells Fargo Bank Minnesota, N.A., as trustee. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:

1. The Transferor is the lawful owner of the Transferred  Certificates  with the
   full right to  transfer  such  Certificates  free from any and all claims and
   encumbrances whatsoever.

2. Neither  the  Transferor  nor anyone  acting on its  behalf has (a)  offered,
   transferred,   pledged,   sold  or  otherwise  disposed  of  any  Transferred
   Certificate, any interest in any Transferred Certificate or any other similar
   security  to any  person in any  manner,  (b)  solicited  any offer to buy or
   accept  a  transfer,   pledge  or  other   disposition  of  any   Transferred
   Certificate, any interest in any Transferred Certificate or any other similar
   security  from  any  person  in  any  manner,  (c)  otherwise  approached  or
   negotiated with respect to any Transferred  Certificate,  any interest in any
   Transferred  Certificate or any other similar security with any person in any
   manner, (d) made any general  solicitation by means of general advertising or
   in any other manner, or (e) taken any other action, which (in the case of any
   of the acts  described in clauses (a) through (e) hereof) would  constitute a
   distribution of any Transferred Certificate under the Securities Act of 1933,
   as amended (the  "Securities  Act"),  or would render the  disposition of any
   Transferred Certificate a violation of Section 5 of the Securities Act or any
   state securities laws, or would require  registration or qualification of any
   Transferred   Certificate  pursuant  to  the  Securities  Act  or  any  state
   securities laws.


                                     D-1-1


<PAGE>


Very truly yours,



_____________________________
(Transferor)

By:__________________________
Name:________________________
Title:_______________________


                                     D-1-2


<PAGE>


                                  EXHIBIT D-2A
                        FORM I OF TRANSFEREE CERTIFICATE
                           FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES
                                     (QIBs)

                                     [Date]

[Certificate Registrar]

      Re:  PNC Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
           Certificates, Series 2001-C1 (the "Certificates")

Ladies and Gentlemen:

This  letter  is   delivered  to  you  in   connection   with  the  transfer  by
_________________  (the "Transferor") to _________________ (the "Transferee") of
Class ______  Certificates  [having an initial  Certificate  Balance or Notional
Amount as of March __, 2001 (the "Closing Date") of  $__________]  [evidencing a
____%   Percentage   Interest   in  the   related   Class]   (the   "Transferred
Certificates").  The Certificates,  including the Transferred Certificates, were
issued  pursuant to the Pooling and  Servicing  Agreement,  dated as of March 1,
2001 (the  "Pooling and  Servicing  Agreement"),  among PNC Mortgage  Acceptance
Corp., as depositor, Midland Loan Services, Inc., as master servicer and special
servicer, LaSalle Bank National Association,  as certificate administrator,  and
Wells Fargo Bank Minnesota, N.A., as trustee. All capitalized terms used but not
otherwise  defined  herein shall have the  respective  meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you, as Certificate Registrar, that:

1.   The Transferee is a "qualified institutional buyer" as that term is defined
     in Rule 144A ("Rule  144A") under the  Securities  Act of 1933,  as amended
     (the "Securities  Act") and has completed one of the forms of certification
     to that effect  attached  hereto as Annex 1 and Annex 2. The  Transferee is
     aware that the sale to it of the Transferred  Certificates is being made in
     reliance  on  Rule  144A.  The  Transferee  is  acquiring  the  Transferred
     Certificates  for  its  own  account  or for  the  account  of a  qualified
     institutional buyer, and understands that such Transferred Certificates may
     be resold,  pledged or transferred only (i) to a person reasonably believed
     to be a qualified institutional buyer that purchases for its own account or
     for the account of a qualified  institutional buyer to whom notice is given
     that the resale, pledge or transfer is being made in reliance on Rule 144A,
     or (ii) to "institutional accredited investors" meeting the requirements of
     Rule  501(a)(1),  (2),  (3) or (7) of  Regulation D  promulgated  under the
     Securities  Act,  or to an entity in which all the equity  owners meet such
     requirements,  pursuant to an exemption from the registration  requirements
     of the Securities Act (if applicable).  The Transferee understands that the
     Transferred  Certificate has not been registered  under the Securities Act,
     by reason of a specified exemption from the registration  provisions of the
     Securities  Act which may depend upon,  among other  things,  the bona fide
     nature of the Transferee's  investment  intent (or intent to resell to only
     certain investors in certain exempted transactions) as expressed herein.


                                     D-2A-1


<PAGE>


2.   The Transferee has  been furnished with  all information  regarding (a) the
     Depositor,  (b) the Transferred Certificates and distributions thereon, (c)
     the nature,  performance  and  servicing  of the  Mortgage  Loans,  (d) the
     Pooling  and  Servicing  Agreement,  (e) any credit  enhancement  mechanism
     associated  with the Transferred  Certificates  and (f) all related matters
     that it has requested.

3.   The Transferee hereby undertakes to be bound by the terms and conditions of
     the  Pooling  and  Servicing  Agreement  in its  capacity  as an owner of a
     Certificate   or   Certificates,    as   the   case   may   be   (each,   a
     "Certificateholder"),  in all  respects as if it were a signatory  thereto.
     This undertaking is made for the benefit of the Trust Fund, the Certificate
     Registrar and all Certificateholders present and future.

4.   The Transferee will not  sell or  otherwise  transfer  any  portion  of the
     Transferred  Certificate,  except in  compliance  with  Section  5.2 of the
     Pooling and Servicing Agreement, which provision it has carefully reviewed.

5.   Transferee understands that  the  Transferred Certificate will bear legends
     substantially to the following effect:

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT
     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER
     THAT THE SELLER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER
     WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
     OWN  ACCOUNT OR FOR THE  ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A
     TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144A OR (2) TO A BUYER WHOM
     THE SELLER REASONABLY  BELIEVES IS AN INSTITUTIONAL  "ACCREDITED  INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT, OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT COME
     WITHIN  THESE  PARAGRAPHS,  AND  (B)  IN  ACCORDANCE  WITH  ALL  APPLICABLE
     SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER  APPLICABLE
     JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE  BENEFIT PLAN OR ARRANGEMENT  THAT IS
     SUBJECT TO THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"),  OR  SECTION  4975 OF THE  INTERNAL  REVENUE  CODE OF 1986  (THE
     "CODE"),  OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  PURCHASING  THIS
     CERTIFICATE OR SUCH 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, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
     5.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     D-2A-2


<PAGE>


6.   The Transferee represents as follows:  (i)  it is not a  Plan  and  is  not
     directly or indirectly  purchasing such  Transferred  Certificate on behalf
     of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii)
     the purchase and continued  holding of such Transferred  Certificate by the
     Transferee is exempt from the prohibited transaction provisions of Sections
     406(a)  and (b) and 407 of  ERISA  and the  excise  taxes  imposed  on such
     prohibited  transactions  by Sections  4975(a)  and (b) of the Code,  under
     Sections I and III of Prohibited  Transaction  Class  Exemption  95-60;  or
     (iii)  if the  Transferee  is  acquiring  the  Transferred  Certificate  in
     reliance on  Prohibited  Transaction  Exemption  90-24  and/or  90-08,  the
     Transferee  (X) is an accredited  investor as defined in Rule  501(a)(l) of
     Regulation D of the 1933 Act, (Y) is not  sponsored  (within the meaning of
     Section 3(16)(B) of ERISA) by the Trustee, any Fiscal Agent, the Depositor,
     any Seller,  the Master Servicer,  the Special Servicer,  any Sub-Servicer,
     any Exemption  Favored Party or any Borrower with respect to Mortgage Loans
     constituting more than 5% of the aggregate unamortized principal balance of
     all  the  Mortgage  Loans  determined  as of the  Closing  Date,  or by any
     Affiliate of such  Person,  and (Z) agrees that it will obtain from each of
     its  Transferees  that  are  Plans  a  written   representation  that  such
     Transferee,  if a  Plan  satisfied  the  requirements  of  the  immediately
     preceding clauses (iii)(X) and (iii)(Y),  together with a written agreement
     that such  Transferee  will  obtain from each of its  Transferees  that are
     Plans  a  similar  written  representation  regarding  satisfaction  of the
     requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or
     (iv) it has provided the  Certificate  Registrar  with a  certification  of
     facts and an Opinion of Counsel which otherwise establish to the reasonable
     satisfaction  of the  Certificate  Registrar  that such  transfer  will not
     result in a violation  of Section 406 of ERISA or Section  4975 of the Code
     or result in the  imposition  of an excise  tax under  Section  4975 of the
     Code.

7.   Check one of the following:*

     _______ The  Transferee  is a "U.S.  Person" and it has attached  hereto an
     Internal Revenue Service ("IRS") Form W-9 (or successor form).

     _______ The Transferee is not a "U.S.  Person" and under  applicable law in
     effect on the date hereof,  no Taxes will be required to be withheld by the
     Certificate  Registrar (or its agent) with respect to  Distributions  to be
     made on the  Transferred  Certificate.  The Transferee has attached  hereto
     either  (i) a duly  executed  IRS  Form  W-8  (or  successor  form),  which
     identifies  such  Transferee  as the  beneficial  owner of the  Transferred
     Certificate  and states that such  Transferee is not a U.S.  Person or (ii)
     two duly  executed  copies  of IRS Form  4224 (or  successor  form),  which
     identify  such  Transferee  as the  beneficial  owner  of  the  Transferred
     Certificate  and state that  interest  and original  issue  discount on the
     Transferred  Certificate  is, or is expected to be,  effectively  connected
     with a U.S.  trade or  business.  The  Transferee  agrees to provide to the
     Certificate  Registrar updated IRS Forms W-8 or IRS Forms 4224, as the case
     may be, any applicable  successor IRS forms, or such other  certificates as
     the  Certificate  Registrar may reasonably  request,  on or before the date
     that any such IRS form or  certification  expires or becomes  obsolete,  or
     promptly after the  occurrence of any event  requiring a change in the most
     recent  IRS  form  of  certification  furnished  by it to  the  Certificate
     Registrar.


__________________________

*     Each Transferee must include one of the two alternative certifications.


                                     D-2A-3



<PAGE>


     For this purpose,  "U.S.  Person" means a citizen or resident of the United
     States for U.S.  federal income tax purposes,  a  corporation,  partnership
     (except to the extent provided in applicable Treasury regulations) or other
     entity  created or organized  in or under the laws of the United  States or
     any of its  political  subdivisions,  or an estate  the  income of which is
     subject to U.S. federal income taxation regardless of its source or a trust
     if a court within the United States is able to exercise privacy supervision
     over the administration of the trust and one or more such U.S. Persons have
     the authority to control all substantial decisions of the 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.

     Please make all payments due on the Transferred Certificates:**

      __________(a)  by wire  transfer  to the  following  account  at a bank or
      entity in New York, New York, having appropriate facilities therefore:

           Account number______________ Institution______________

     __________(b) by mailing a check or draft to the following address:

           ________________________
           ________________________
           ________________________


Very truly yours,


_______________________________
(Transferee)

By:____________________________
Name:__________________________
Title:_________________________



_______________________________

**     Please select (a) or (b).


                                     D-2A-4



<PAGE>


                             ANNEX 1 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows to ______________________  (the
     "Transferor") and _________________________, as Certificate Registrar, with
     respect  to  the  commercial   mortgage   pass-through   certificate  being
     transferred (the "Transferred  Certificate") as described in the Transferee
     Certificate  to  which  this  certification   relates  and  to  which  this
     certification is an Annex:

1.   As indicated  below,  the undersigned is the chief  financial  officer,  a
     person fulfilling an equivalent function, or other executive officer of the
     entity purchasing the Transferred Certificate (the "Transferee").

2.   The Transferee is  a "qualified  institutional   buyer"  as  that  term  is
     defined in Rule 144A under the  Securities  Act of 1933, as amended  ("Rule
     144A"), because (i) the Transferee owned and/or invested on a discretionary
     basis  $______________________  in  securities  (other  than  the  excluded
     securities referred to below) as of the end of the Transferee's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A) and
     (ii) the Transferee satisfies the criteria in the category marked below.

     ____ Corporation,  etc. The Transferee is a corporation (other than a bank,
     savings and loan  association  or similar  institution),  Massachusetts  or
     similar  business  trust,  partnership,  or any  organization  described in
     Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ____ Bank. The  Transferee (a) is a national bank or a banking  institution
     organized  under the laws of any State,  U.S.  territory or the District of
     Columbia, the business of which is substantially confined to banking and is
     supervised  by the  State or  territorial  banking  commission  or  similar
     official or is a foreign  bank or  equivalent  institution,  and (b) has an
     audited net worth of at least  $25,000,000  as  demonstrated  in its latest
     annual financial  statements,  a copy of which is attached hereto,  as of a
     date not more than 16 months  preceding the date of sale of the Transferred
     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
     Transferred 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.


                                     D-2A-5



<PAGE>


     ____  Broker-dealer.  The  Transferee  is a dealer  registered  pursuant to
     Section 15 of the Securities Exchange Act of 1934, as amended.

     ____  Insurance  Company.  The  Transferee  is an insurance  company  whose
     primary and  predominant  business  activity is the writing of insurance or
     the reinsuring of risks  underwritten  by insurance  companies and which is
     subject to supervision by the insurance  commissioner or a similar official
     or agency of a State, U.S. territory or the District of Columbia.

     ____  State  or  Local  Plan.  The  Transferee  is a plan  established  and
     maintained  by a  State,  its  political  subdivisions,  or any  agency  or
     instrumentality of the State or its political subdivisions, for the benefit
     of its employees.

     ____ ERISA Plan.  The  Transferee  is an employee  benefit  plan within the
     meaning of Title I of the Employee  Retirement Income Security Act of 1974,
     as amended.

     ____ Investment Advisor. The Transferee is an investment advisor registered
     under the Investment Advisers Act of 1940, as amended.

     ____  Other.  (Please  supply  a  brief  description  of the  entity  and a
     cross-reference  to the paragraph and subparagraph  under subsection (a)(1)
     of  Rule  144A  pursuant  to  which  it  qualifies.  Note  that  registered
     investment companies should complete Annex 2 rather than this Annex 1.)

     _________________________________________________________________________

     _________________________________________________________________________

     _________________________________________________________________________

     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.

3.   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


                                     D-2A-6



<PAGE>


     Transferee's  direction.  However, such securities were not included if the
     Transferee  is  a  majority-owned,   consolidated   subsidiary  of  another
     enterprise and the  Transferee is not itself a reporting  company under the
     Securities Exchange Act of 1934, as amended.

4.   The Transferee  acknowledges  that  it  is  familiar  with  Rule  144A  and
     understands   that  the  Transferor  and  other  parties   related  to  the
     Transferred  Certificate  are  relying  and  will  continue  to rely on the
     statements  made herein  because one or more sales to the Transferee may be
     in reliance on Rule 144A.

5.   Will the Transferee be purchasing the Transferred  Certificate 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  Transferred
     Certificate will constitute a reaffirmation of this certification as of the
     date of such purchase.  In addition, if the Transferee is a bank or savings
     and loan as provided above,  the Transferee  agrees that it will furnish to
     such parties any updated annual financial  statements that become available
     on or  before  the  date of  such  purchase,  promptly  after  they  become
     available.



___________________________________________
Print Name of Transferee


By:__________________________
Name:________________________
Title:_______________________

Date:________________________


                                     D-2A-7



<PAGE>


                             ANNEX 2 TO EXHIBIT D-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

The  undersigned  hereby  certifies  as  follows  to  ____________________  (the
"Transferor") and  ___________________________,  as Certificate Registrar,  with
respect  to  the  mortgage  pass-through   certificate  being  transferred  (the
"Transferred  Certificates") as described in the Transferee Certificate to which
this certification relates and to which this certification is an Annex:

1.   As indicated  below,  the undersigned is  the chief  financial  officer,  a
     person fulfilling an equivalent function, or other executive officer of the
     entity purchasing the Transferred  Certificates  (the  "Transferee") or, if
     the Transferee is a "qualified institutional buyer" as that term is defined
     in Rule 144A under the  Securities  Act of 1933,  as amended  ("Rule 144A")
     because the  Transferee  is part of a Family of  Investment  Companies  (as
     defined  below),  is an executive  officer of the  investment  adviser (the
     "Adviser").

2.   The Transferee is a "qualified institutional buyer" as defined in Rule 144A
     because (i) the Transferee is an investment  company  registered  under the
     Investment  Company Act of 1940, as amended,  and (ii) as marked below, the
     Transferee  alone owned and/or  invested on a  discretionary  basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end  of  the  Transferee's   most  recent  fiscal  year.  For  purposes  of
     determining  the  amount  of  securities  owned  by the  Transferee  or the
     Transferee's  Family of Investment  Companies,  the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment  Companies,  as the case may be, reports its securities holdings
     in its  financial  statements  on the basis of their market  value,  and no
     current  information  with respect to the cost of those securities has been
     published,  in which case the  securities  of such  entity  were  valued at
     market.

     ____  The  Transferee  owned  and/or  invested  on  a  discretionary  basis
     $___________________  in  securities  (other than the  excluded  securities
     referred to below) as of the end of the  Transferee's  most  recent  fiscal
     year (such amount being calculated in accordance with Rule 144A).

     ____ The Transferee is part of a Family of Investment Companies which owned
     in the aggregate  $______________  in  securities  (other than the excluded
     securities referred to below) as of the end of the Transferee's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

     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).


                                     D-2A-8



<PAGE>


     The term  "securities"  as used herein does not include (i)  securities  of
     issuers  that  are  affiliated  with  the  Transferee  or are  part  of the
     Transferee's  Family of Investment  Companies,  (ii) bank deposit notes and
     certificates  of  deposit,  (iii)  loan  participations,   (iv)  repurchase
     agreements,  (v) securities owned but subject to a repurchase agreement and
     (vi)  currency,   interest  rate  and  commodity  swaps.  For  purposes  of
     determining the aggregate  amount of securities  owned and/or invested on a
     discretionary basis by the Transferee,  or owned by the Transferee's Family
     of Investment Companies,  the securities referred to in this paragraph were
     excluded.

3.   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.

4.   Will the Transferee be purchasing the Transferred Certificates only for the
     Transferee's own account? _____ Yes _____ No

5.   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.

6.   The undersigned will notify the parties to which this certification is made
     of any  changes  in the  information  and  conclusions  herein.  Until such
     notice,  the  Transferee's  purchase of the Transferred  Certificates  will
     constitute a reaffirmation  of this  certification by the undersigned as of
     the date of such purchase.


___________________________________________
Print Name of Transferee or Adviser


By:__________________________
Name:________________________
Title:_______________________


If an Adviser:

___________________________________________
Print Name of Transferee

Date:________________________


                                     D-2A-9


<PAGE>


                                  EXHIBIT D-2B

          FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF DEFINITIVE
                         PRIVATELY OFFERED CERTIFICATES
                      (Institutional Accredited Investors)

                                     [Date]

[Certificate Registrar]

      Re:  PNC Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
           Certificates, Series 2001-C1 (the "Certificates")

Ladies and Gentlemen:

This  letter  is   delivered  to  you  in   connection   with  the  transfer  by
_______________________  (the  "Transferor") to  _______________________________
(the  "Transferee")  of Class ___  Certificates  [having an initial  Certificate
Balance  or  Notional  Amount  as of March  __,  2001  (the  "Closing  Date") of
$__________]  [evidencing a ____% Percentage Interest in the related Class] (the
"Transferred  Certificates").   The  Certificates,   including  the  Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of March 1, 2001 (the "Pooling and Servicing Agreement"),  among PNC Mortgage
Acceptance Corp., as depositor,  Midland Loan Services, Inc., as master servicer
and  special  servicer,  LaSalle  Bank  National  Association,   as  certificate
administrator, and Wells Fargo Bank Minnesota, N.A., as trustee. All capitalized
terms used but not otherwise  defined herein shall have the respective  meanings
set  forth  in the  Pooling  and  Servicing  Agreement.  The  Transferee  hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

1.   The Transferee is  acquiring the  Transferred Certificates purchased  by it
     for  investment  for its own account or for one or more  accounts  (each of
     which is an  "institutional  accredited  investor") as to each of which the
     Transferee  exercises sole investment  discretion and not with a view to or
     for sale or transfer in connection with any distribution  thereof, in whole
     or in part, in any manner which would violate the  Securities  Act of 1933,
     as amended (the "Securities Act"), or any applicable state securities laws.

2.   The Transferee understands that (a) the Class of  Certificates to which the
     Transferred  Certificates  belong  has not been and will not be  registered
     under the  Securities  Act or registered or qualified  under any applicable
     state  securities  laws,  (b)  none  of the  Depositor,  the  Trustee,  the
     Certificate  Administrator or the Certificate  Registrar is obligated so to
     register  or qualify  the Class of  Certificates  to which the  Transferred
     Certificates  belong,  and (c) no Transferred  Certificate may be resold or
     transferred unless it is (i) registered  pursuant to the Securities Act and
     registered or qualified  pursuant any applicable  state  securities laws or
     (ii)  sold or  transferred  in  transactions  which  are  exempt  from such
     registration and qualification  and the Certificate  Registrar has received
     either:  (A) a certificate  from the  Certificateholder  desiring to effect
     such  transfer  substantially  in the form  attached  as an  exhibit to the
     Pooling   and   Servicing   Agreement   and   a   certificate   from   such
     Certificateholder's   prospective  transferee  substantially  in  the  form
     attached to the Pooling


                                     D-2B-1



<PAGE>


     and Servicing  Agreement;  or (C) an opinion of counsel satisfactory to the
     Certificate  Registrar with respect to the  availability  of such exemption
     from  registration  under the Securities  Act,  together with copies of the
     written  certification(s)  from the transferor  and/or  transferee  setting
     forth the facts surrounding the transfer upon which such opinion is based.

3.   The Transferee hereby undertakes to be bound by the terms and conditions of
     the  Pooling  and  Servicing  Agreement  in its  capacity  as an owner of a
     Certificate   or   Certificates,    as   the   case   may   be   (each,   a
     "Certificateholder"),  in all  respects as if it were a signatory  thereto.
     This undertaking is made for the benefit of the Trust Fund, the Certificate
     Registrar and all Certificateholders present and future.

4.   The Transferee  understands  that it may not sell or otherwise transfer any
     Transferred Certificate except in compliance with the provisions of Section
     5.2 of  the  Pooling  and  Servicing  Agreement,  which  provisions  it has
     carefully reviewed.

5.   Transferee  understands that  each  Transferred  Certificate  will bear the
     following legends:

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT
     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER
     THAT THE SELLER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER
     WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
     OWN  ACCOUNT OR FOR THE  ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A
     TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144A OR (2) TO A BUYER WHOM
     THE SELLER REASONABLY  BELIEVES IS AN INSTITUTIONAL  "ACCREDITED  INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT, OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT COME
     WITHIN  THESE  PARAGRAPHS,  AND  (B)  IN  ACCORDANCE  WITH  ALL  APPLICABLE
     SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER  APPLICABLE
     JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE  BENEFIT PLAN OR ARRANGEMENT  THAT IS
     SUBJECT TO THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"),  OR  SECTION  4975 OF THE  INTERNAL  REVENUE  CODE OF 1986  (THE
     "CODE"),  OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  PURCHASING  THIS
     CERTIFICATE OR SUCH 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, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
     5.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


                                     D-2B-2



<PAGE>


6.   Neither the Transferee nor anyone  acting  on its  behalf has  (a) offered,
     pledged,  sold,  disposed  of  or  otherwise  transferred  any  Transferred
     Certificate,  any  interest  in any  Transferred  Certificate  or any other
     similar  security to any person in any manner,  (b)  solicited any offer to
     buy or accept a pledge,  disposition or other  transfer of any  Transferred
     Certificate,  any  interest  in any  Transferred  Certificate  or any other
     similar security from any person in any manner, (c) otherwise approached or
     negotiated with respect to any Transferred Certificate, any interest in any
     Certificate  or any other  similar  security with any person in any manner,
     (d) made any general solicitation by means of general advertising or in any
     other manner, or (e) taken any other action with respect to any Transferred
     Certificate,  any  interest  in any  Transferred  Certificate  or any other
     similar  security,  which  (in the  case of any of the  acts  described  in
     clauses (a) through  (e) above)  would  constitute  a  distribution  of the
     Transferred  Certificates  under  the  Securities  Act,  would  render  the
     disposition of the Transferred Certificates a violation of Section 5 of the
     Securities Act or any state securities law or would require registration or
     qualification  of  the  Transferred   Certificates  pursuant  thereto.  The
     Transferee  will not act, nor has it  authorized  or will it authorize  any
     person to act,  in any  manner  set forth in the  foregoing  sentence  with
     respect to any  Transferred  Certificate,  any interest in any  Transferred
     Certificate or any other similar security.

7.   The Transferee is an "accredited  investor" as defined in any of paragraphs
     (1), (2), (3) and (7) of Rule 501(a) under the  Securities Act or an entity
     in  which  all of the  equity  owners  come  within  such  paragraphs.  The
     Transferee  has such  knowledge  and  experience  in financial and business
     matters  as  to be  capable  of  evaluating  the  merits  and  risks  of an
     investment in the Transferred  Certificate;  the Transferee has sought such
     accounting,  legal and tax advice as it has considered necessary to make an
     informed  investment  decision;  and the  Transferee  is  able to bear  the
     economic  risks of such  investment  and can afford a complete loss of such
     investment.

8.   The Transferee represents  as  follows:  (i) it is  not a  Plan  and is not
     directly or indirectly  purchasing such  Transferred  Certificate on behalf
     of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii)
     the purchase and continued  holding of such Transferred  Certificate by the
     Transferee is exempt from the prohibited transaction provisions of Sections
     406(a)  and (b) and 407 of  ERISA  and the  excise  taxes  imposed  on such
     prohibited  transactions  by Sections  4975(a)  and (b) of the Code,  under
     Sections I and III of Prohibited  Transaction  Class  Exemption  95-60;  or
     (iii)  if the  Transferee  is  acquiring  the  Transferred  Certificate  in
     reliance on  Prohibited  Transaction  Exemption  90-24  and/or  90-08,  the
     Transferee  (X) is an accredited  investor as defined in Rule  501(a)(l) of
     Regulation D of the 1933 Act, (Y) is not  sponsored  (within the meaning of
     Section 3(16)(B) of ERISA) by the Trustee, any Fiscal Agent, the Depositor,
     any Seller,  the Master Servicer,  the Special Servicer,  any Sub-Servicer,
     any Exemption  Favored Party or any Borrower with respect to Mortgage Loans
     constituting more than 5% of the aggregate unamortized principal balance of
     all  the  Mortgage  Loans  determined  as of the  Closing  Date,  or by any
     Affiliate of such  Person,  and (Z) agrees that it will obtain from each of
     its  Transferees  that  are  Plans  a  written   representation  that  such
     Transferee,  if a  Plan  satisfied  the  requirements  of  the  immediately
     preceding clauses (iii)(X) and (iii)(Y),  together with a written agreement
     that such  Transferee  will  obtain from each of its  Transferees  that are
     Plans  a  similar  written  representation  regarding  satisfaction  of the
     requirements of the immediately preceding clauses (iii)(X) and


                                     D-2B-3



<PAGE>


     (iii)(Y);  or  (iv)  it  has  provided  the  Certificate  Registrar  with a
     certification of facts and an Opinion of Counsel which otherwise  establish
     to the  reasonable  satisfaction  of the  Certificate  Registrar  that such
     transfer  will not result in a violation of Section 406 of ERISA or Section
     4975 of the Code or result in the imposition of an excise tax under Section
     4975 of the Code.

9.   Check one of the following:*

     _______ The  Transferee  is a "U.S.  Person" and it has attached  hereto an
     Internal Revenue Service ("IRS") Form W-9 (or successor form).

     _______ The Transferee is not a "U.S.  Person" and under  applicable law in
     effect on the date hereof,  no Taxes will be required to be withheld by the
     Certificate  Registrar (or its agent) with respect to  Distributions  to be
     made on the  Transferred  Certificate.  The Transferee has attached  hereto
     either  (i) a duly  executed  IRS  Form  W-8  (or  successor  form),  which
     identifies  such  Transferee  as the  beneficial  owner of the  Transferred
     Certificate  and states that such  Transferee is not a U.S.  Person or (ii)
     two duly  executed  copies  of IRS Form  4224 (or  successor  form),  which
     identify  such  Transferee  as the  beneficial  owner  of  the  Transferred
     Certificate  and state that  interest  and original  issue  discount on the
     Transferred  Certificate  is, or is expected to be,  effectively  connected
     with a U.S.  trade or  business.  The  Transferee  agrees to provide to the
     Certificate  Registrar updated IRS Forms W-8 or IRS Forms 4224, as the case
     may be, any applicable  successor IRS forms, or such other  certificates as
     the  Certificate  Registrar may reasonably  request,  on or before the date
     that any such IRS form or  certification  expires or becomes  obsolete,  or
     promptly after the  occurrence of any event  requiring a change in the most
     recent  IRS  form  of  certification  furnished  by it to  the  Certificate
     Registrar.

     For this purpose,  "U.S.  Person" means a citizen or resident of the United
     States for U.S.  federal income tax purposes,  a  corporation,  partnership
     (except to the extent provided in applicable Treasury regulations) or other
     entity  created or organized  in or under the laws of the United  States or
     any of its  political  subdivisions,  or an estate  the  income of which is
     subject to U.S. federal income taxation regardless of its source or a trust
     if a court within the United States is able to exercise privacy supervision
     over the administration of the trust and one or more such U.S. Persons have
     the authority to control all substantial decisions of the 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.

     Please make all payments due on the Transferred Certificates:**

     __________  (a) by wire  transfer  to the  following  account  at a bank or
     entity in New York, New York, having appropriate facilities therefore:

     Account number______________ Institution______________

     __________ (b) by mailing a check or draft to the following address:


__________________________________

*       Each Transferee must include one of the two alternative certifications.
**      Please select (a) or (b).


                                     D-2B-4
<PAGE>


           ________________________
           ________________________
           ________________________


Very truly yours,



________________________________________________
(Transferee)


By:__________________________
Name:________________________
Title:_______________________


                                     D-2B-5


<PAGE>


                                  EXHIBIT D-3A

         FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
                                     (QIBs)

                                     [Date]

[Transferor]

      Re:  PNC Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
           Certificates, Series 2001-C1, Class ____ (the  "Certificates")

Ladies and Gentlemen:

This  letter  is   delivered  to  you  in   connection   with  the  transfer  by
_____________________   (the   "Transferor")  to   ______________________   (the
"Transferee")  of an  Ownership  Interest  in a  Certificate  (the  "Transferred
Certificate")  [having an initial  Certificate  Balance or Notional Amount as of
March  ___,  2001  (the  "Closing  Date")  of  $__________]  [evidencing  a ___%
Percentage Interest in the related Class]. The Certificates were issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing  Agreement"),
dated as of March 1, 2001,  among PNC Mortgage  Acceptance  Corp., as depositor,
Midland Loan Services,  Inc., as master servicer and special  servicer,  LaSalle
Bank National Association,  as certificate  administrator,  and Wells Fargo Bank
Minnesota,  N.A., as trustee.  All terms used herein and not  otherwise  defined
shall have the meanings set forth in the Pooling and  Servicing  Agreement.  The
Transferee hereby certifies, represents and warrants to you, and for the benefit
of the Depositor, the Certificate Registrar,  the Certificate  Administrator and
the Trustee, that:

1.   The Transferee is a "qualified institutional buyer" as that term is defined
     in Rule 144A ("Rule  144A") under the  Securities  Act of 1933,  as amended
     (the "Securities Act"), and has completed one of the forms of certification
     to that effect  attached  hereto as Annex 1 and Annex 2. The  Transferee is
     aware  that the sale to it is being  made in  reliance  on Rule  144A.  The
     Transferee is acquiring the Transferred  Certificate for its own account or
     for the account of a qualified  institutional  buyer,  and understands that
     such Transferred Certificate may be resold, pledged or transferred only (i)
     to a person reasonably believed to be a qualified  institutional buyer that
     purchases   for  its  own  account  or  for  the  account  of  a  qualified
     institutional  buyer to whom  notice is given  that the  resale,  pledge or
     transfer is being made in reliance on Rule 144A, or (ii) to  "institutional
     accredited investors" meeting the requirements of Rule 501(a)(1),  (2), (3)
     or (7) of  Regulation  D  promulgated  under the  Securities  Act, or to an
     entity in which all the equity owners meet such  requirements,  pursuant to
     an exemption from the  registration  requirements of the Securities Act (if
     applicable).  The Transferee  understands that the Transferred  Certificate
     has not been registered  under the Securities Act, by reason of a specified
     exemption from the registration  provisions of the Securities Act which may
     depend upon,  among other things,  the bona fide nature of the Transferee's
     investment intent (or intent to resell to only certain investors in certain
     exempted transactions) as expressed herein.


                                     D-3A-1


<PAGE>


2.   The Transferee has been furnished with all  information regarding  (a)  the
     Depositor,  (b) the Transferred Certificates and distributions thereon, (c)
     the nature,  performance  and  servicing  of the  Mortgage  Loans,  (d) the
     Pooling  and  Servicing  Agreement,  (e) any credit  enhancement  mechanism
     associated  with the Transferred  Certificates  and (f) all related matters
     that it has requested.

3.   The Transferee understands that (a) the Class of  Certificates to which the
     Transferred  Certificate  belongs have not been and will not be  registered
     under the  Securities  Act or registered or qualified  under any applicable
     state  securities  laws,  (b)  none  of the  Depositor,  the  Trustee,  the
     Certificate  Administrator or the Certificate  Registrar is obligated so to
     register  or  qualify  the   Certificates   and  (c)  no  interest  in  the
     Certificates  may be  sold  or  transferred  unless  it is  (i)  registered
     pursuant to the Securities Act and registered or qualified  pursuant to any
     applicable   state   securities   laws  or  (ii)  sold  or  transferred  in
     transactions  which are exempt from such registration and qualification and
     the Certificate  Owner desiring to effect such transfer has received either
     (A) a certification from such Certificate  Owner's  prospective  transferee
     substantially  in the form attached to the Pooling and Servicing  Agreement
     or (B) an opinion  of counsel  with  respect  to the  availability  of such
     exemption, together with copies of the certification(s) from the transferor
     and/or  transferee  setting forth the facts  surrounding  the transfer upon
     which such opinion is based.

4.   The Transferee  understands  that it may not sell or otherwise transfer any
     portion of its interest in the Transferred Certificate except in compliance
     with the provisions of Section 5.2 of the Pooling and Servicing  Agreement,
     which provisions it has carefully reviewed.

5.   The Transferee hereby undertakes to be bound by the terms and conditions of
     the Pooling and Servicing  Agreement in its capacity as a Certificate Owner
     in all respects as if it were a signatory thereto. This undertaking is made
     for the  benefit  of the Trust  Fund,  the  Certificate  Registrar  and all
     Certificateholders present and future.

6.   Transferee understands that the  Certificates  representing the Transferred
     Certificates will bear legends substantially to the following effect:

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT
     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER
     THAT THE SELLER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER
     WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
     OWN  ACCOUNT OR FOR THE  ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A
     TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144A OR (2) TO A BUYER WHOM
     THE SELLER REASONABLY  BELIEVES IS AN INSTITUTIONAL  "ACCREDITED  INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT, OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT COME
     WITHIN THESE PARAGRAPHS, AND (B) IN


                                     D-3A-2



<PAGE>


     ACCORDANCE WITH ALL APPLICABLE  SECURITIES LAWS OF THE STATES OF THE UNITED
     STATES OR ANY OTHER APPLICABLE JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE  BENEFIT PLAN OR ARRANGEMENT  THAT IS
     SUBJECT TO THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"),  OR  SECTION  4975 OF THE  INTERNAL  REVENUE  CODE OF 1986  (THE
     "CODE"),  OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  PURCHASING  THIS
     CERTIFICATE OR SUCH 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, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
     5.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

7.   The Transferee  represents as  follows:  (i) it is  not a  Plan  and is not
     directly or indirectly  purchasing such  Transferred  Certificate on behalf
     of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii)
     the purchase and continued  holding of such Transferred  Certificate by the
     Transferee is exempt from the prohibited transaction provisions of Sections
     406(a)  and (b) and 407 of  ERISA  and the  excise  taxes  imposed  on such
     prohibited  transactions  by Sections  4975(a)  and (b) of the Code,  under
     Sections I and III of Prohibited  Transaction  Class  Exemption  95-60;  or
     (iii)  if the  Transferee  is  acquiring  the  Transferred  Certificate  in
     reliance on  Prohibited  Transaction  Exemption  90-24  and/or  90-08,  the
     Transferee  (X) is an accredited  investor as defined in Rule  501(a)(l) of
     Regulation D of the 1933 Act, (Y) is not  sponsored  (within the meaning of
     Section 3(16)(B) of ERISA) by the Trustee, any Fiscal Agent, the Depositor,
     any Seller,  the Master Servicer,  the Special Servicer,  any Sub-Servicer,
     any Exemption  Favored Party or any Borrower with respect to Mortgage Loans
     constituting more than 5% of the aggregate unamortized principal balance of
     all  the  Mortgage  Loans  determined  as of the  Closing  Date,  or by any
     Affiliate of such  Person,  and (Z) agrees that it will obtain from each of
     its  Transferees  that  are  Plans  a  written   representation  that  such
     Transferee,  if a  Plan  satisfied  the  requirements  of  the  immediately
     preceding clauses (iii)(X) and (iii)(Y),  together with a written agreement
     that such  Transferee  will  obtain from each of its  Transferees  that are
     Plans  a  similar  written  representation  regarding  satisfaction  of the
     requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or
     (iv) it has provided the Certificate  Owner with a  certification  of facts
     and an Opinion of  Counsel  which  otherwise  establish  to the  reasonable
     satisfaction of the Certificate Owner that such transfer will not result in
     a violation  of Section 406 of ERISA or Section  4975 of the Code or result
     in the imposition of an excise tax under Section 4975 of the Code.

Very truly yours,



__________________________________________
(Transferee)

By:__________________________
Name:________________________


                                     D-3A-3


<PAGE>


Title:_______________________


                                     D-3A-4


<PAGE>


                             ANNEX 1 TO EXHIBIT D-3A

            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 commercial  mortgage  pass-through  certificate being transferred
(the  "Transferred  Certificate") as described in the Transferee  Certificate to
which this certification relates and to which this certification is an Annex:

1.   As indicated  below,   the undersigned is the chief  financial  officer,  a
     person fulfilling an equivalent function, or other executive officer of the
     entity purchasing the Transferred Certificate (the "Transferee").

2.   The Transferee is a "qualified institutional buyer" as that term is defined
     in Rule 144A under the  Securities  Act of 1933, as amended  ("Rule 144A"),
     because (i) the Transferee  owned and/or invested on a discretionary  basis
     $______________________  in securities (other than the excluded  securities
     referred to below) as of the end of the  Transferee's  most  recent  fiscal
     year (such amount being  calculated in accordance  with Rule 144A) and (ii)
     the Transferee satisfies the criteria in the category marked below.

     ____ Corporation,  etc. The Transferee is a corporation (other than a bank,
     savings and loan  association  or similar  institution),  Massachusetts  or
     similar  business  trust,  partnership,  or any  organization  described in
     Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

     ____ Bank. The  Transferee (a) is a national bank or a banking  institution
     organized  under the laws of any State,  U.S.  territory or the District of
     Columbia, the business of which is substantially confined to banking and is
     supervised  by the  State or  territorial  banking  commission  or  similar
     official or is a foreign  bank or  equivalent  institution,  and (b) has an
     audited net worth of at least  $25,000,000  as  demonstrated  in its latest
     annual financial  statements,  a copy of which is attached hereto,  as of a
     date not more than 16 months  preceding the date of sale of the Certificate
     in the case of a U.S. bank, and not more than 18 months preceding such date
     of sale for a foreign bank or equivalent institution.

     ____  Savings  and  Loan.   The  Transferee  (a)  is  a  savings  and  loan
     association,  building and loan association,  cooperative  bank,  homestead
     association or similar  institution,  which is supervised and examined by a
     State or Federal authority having supervision over any such institutions or
     is a foreign savings and loan association or equivalent institution and (b)
     has an audited net worth of at least  $25,000,000  as  demonstrated  in its
     latest annual financial statements,  a copy of which is attached hereto, as
     of a date  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.


                                     D-3A-5



<PAGE>


     ____  Broker-dealer.  The  Transferee  is a dealer  registered  pursuant to
     Section 15 of the Securities Exchange Act of 1934, as amended.

     ____  Insurance  Company.  The  Transferee  is an insurance  company  whose
     primary and  predominant  business  activity is the writing of insurance or
     the reinsuring of risks  underwritten  by insurance  companies and which is
     subject to supervision by the insurance  commissioner or a similar official
     or agency of a State, U.S. territory or the District of Columbia.

     ____  State  or  Local  Plan.  The  Transferee  is a plan  established  and
     maintained  by a  State,  its  political  subdivisions,  or any  agency  or
     instrumentality of the State or its political subdivisions, for the benefit
     of its employees.

     ____ ERISA Plan.  The  Transferee  is an employee  benefit  plan within the
     meaning of Title I of the Employee  Retirement Income Security Act of 1974,
     as amended.

     ____ Investment Advisor. The Transferee is an investment advisor registered
     under the Investment Advisers Act of 1940, as amended.

     ____  Other.  (Please  supply  a  brief  description  of the  entity  and a
     cross-reference  to the paragraph and subparagraph  under subsection (a)(1)
     of  Rule  144A  pursuant  to  which  it  qualifies.  Note  that  registered
     investment companies should complete Annex 2 rather than this Annex 1.)

     _________________________________________________________________________

     _________________________________________________________________________

     _________________________________________________________________________

     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.

     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


                                     D-3A-6


<PAGE>


     are managed under the Transferee's direction. However, such securities were
     not included if the Transferee is a majority-owned, consolidated subsidiary
     of another  enterprise and the Transferee is not itself a reporting company
     under the Securities Exchange Act of 1934, as amended.

3.   The Transferee  acknowledges  that  it  is  familiar  with  Rule  144A  and
     understands   that  the  Transferor  and  other  parties   related  to  the
     Transferred  Certificate  are  relying  and  will  continue  to rely on the
     statements  made herein  because one or more sales to the Transferee may be
     in reliance on Rule 144A.

4.   Will the Transferee be purchasing the Transferred  Certificate only for the
     the Transferee's own account? _____ Yes _____ No

5.   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.

6.   The Transferee will notify each of the parties  to which this certification
     is made of any changes in the  information and  conclusions  herein.  Until
     such  notice  is  given,  the  Transferee's  purchase  of  the  Transferred
     Certificate will constitute a reaffirmation of this certification as of the
     date of such purchase.  In addition, if the Transferee is a bank or savings
     and loan as provided above,  the Transferee  agrees that it will furnish to
     such parties any updated annual financial  statements that become available
     on or  before  the  date of  such  purchase,  promptly  after  they  become
     available.



________________________________________________
Print Name of Transferee


By:__________________________
Name:________________________
Title:_______________________
Date:________________________


                                     D-3A-7



<PAGE>


                             ANNEX 2 TO EXHIBIT D-3A

            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 for the benefit of the Depositor, the Certificate Registrar,
the Certificate  Administrator  and the Trustee,  with respect to the commercial
mortgage   pass-through   certificate   being   transferred  (the   "Transferred
Certificate")  as  described  in  the  Transferee   Certificate  to  which  this
certification relates and to which this certification is an Annex:

1.   As indicated  below,  the  undersigned is the chief  financial  officer,  a
     person fulfilling an equivalent function, or other executive officer of the
     entity purchasing the Transferred Certificate (the "Transferee") or, if the
     Transferee is a "qualified  institutional buyer" as that term is defined in
     Rule 144A  under the  Securities  Act of 1933,  as amended  ("Rule  144A"),
     because the  Transferee  is part of a Family of  Investment  Companies  (as
     defined  below),  is an executive  officer of the  investment  adviser (the
     "Adviser").

2.   The Transferee is a "qualified institutional buyer" as defined in Rule 144A
     because (i) the Transferee is an investment  company  registered  under the
     Investment  Company Act of 1940, as amended,  and (ii) as marked below, the
     Transferee  alone owned and/or  invested on a  discretionary  basis, or the
     Transferee's Family of Investment Companies owned, at least $100,000,000 in
     securities (other than the excluded securities referred to below) as of the
     end  of  the  Transferee's   most  recent  fiscal  year.  For  purposes  of
     determining  the  amount  of  securities  owned  by the  Transferee  or the
     Transferee's  Family of Investment  Companies,  the cost of such securities
     was used, unless the Transferee or any member of the Transferee's Family of
     Investment  Companies,  as the case may be, reports its securities holdings
     in its  financial  statements  on the basis of their market  value,  and no
     current  information  with respect to the cost of those securities has been
     published,  in which case the  securities  of such  entity  were  valued at
     market.

     ____  The  Transferee  owned  and/or  invested  on  a  discretionary  basis
     $___________________  in  securities  (other than the  excluded  securities
     referred to below) as of the end of the  Transferee's  most  recent  fiscal
     year (such amount being calculated in accordance with Rule 144A).

     ____ The Transferee is part of a Family of Investment Companies which owned
     in the aggregate  $______________  in  securities  (other than the excluded
     securities referred to below) as of the end of the Transferee's most recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

     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).


                                     D-3A-8



<PAGE>


     The term  "securities"  as used herein does not include (i)  securities  of
     issuers  that  are  affiliated  with  the  Transferee  or are  part  of the
     Transferee's  Family of Investment  Companies,  (ii) bank deposit notes and
     certificates  of  deposit,  (iii)  loan  participations,   (iv)  repurchase
     agreements,  (v) securities owned but subject to a repurchase agreement and
     (vi)  currency,   interest  rate  and  commodity  swaps.  For  purposes  of
     determining the aggregate  amount of securities  owned and/or invested on a
     discretionary basis by the Transferee,  or owned by the Transferee's Family
     of Investment Companies,  the securities referred to in this paragraph were
     excluded.

3.   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.

4.   Will the  Transferee  be purchasing  the  Transferred  Certificate  Yes  No
     only for the Transferee's own account? _____ Yes _____ No

5.   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.

6.   The undersigned will notify the parties to which this certification is made
     of any  changes  in the  information  and  conclusions  herein.  Until such
     notice,  the  Transferee's  purchase of the  Transferred  Certificate  will
     constitute a reaffirmation  of this  certification by the undersigned as of
     the date of such purchase.



______________________________________________
Print Name of Transferee or Adviser


By:__________________________
Name:________________________
Title:_______________________


If an Adviser:

______________________________________________
Print Name of Transferee


Date:________________________


                                     D-3A-9


<PAGE>


                                  EXHIBIT D-3B

         FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF INTERESTS IN
                    BOOK-ENTRY PRIVATELY OFFERED CERTIFICATES
                      (Institutional Accredited Investors)

                                     [Date]

[Transferor]

      Re:  PNC Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
           Certificates, Series 2001-C1, Class __ (the  "Certificates")

Ladies and Gentlemen:

This  letter  is   delivered  to  you  in   connection   with  the  transfer  by
_____________________   (the   "Transferor")  to   ______________________   (the
"Transferee")  of an  Ownership  Interest in Class ___  Certificates  [having an
initial  Certificate  Balance  or  Notional  Amount as of March  ___,  2001 (the
"Closing  Date") of $__________]  [evidencing a ___% Percentage  Interest in the
related Class] (the "Transferred Certificate"). The Certificates,  including the
Transferred  Certificates,  were issued  pursuant  to the Pooling and  Servicing
Agreement  (the "Pooling and Servicing  Agreement"),  dated as of March 1, 2001,
among PNC Mortgage Acceptance Corp., as depositor,  Midland Loan Services, Inc.,
as master servicer and special servicer,  LaSalle Bank National Association,  as
certificate administrator, and Wells Fargo Bank Minnesota, N.A., as trustee. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Transferee hereby certifies, represents
and  warrants to you,  and for the  benefit of the  Depositor,  the  Certificate
Registrar, the Certificate Administrator and the Trustee, that:

1.   The Transferee is acquiring the Transferred Certificate purchased by it for
     investment  for its own account or for one or more accounts  (each of which
     is  an  "institutional  accredited  investor")  as to  each  of  which  the
     Transferee  exercises sole investment  discretion and not with a view to or
     for sale or transfer in connection with any distribution  thereof, in whole
     or in part, in any manner which would violate the  Securities  Act of 1933,
     as amended (the "Securities Act"), or any applicable state securities laws.

2.   The Transferee understands that (a) the Certificates have not been and will
     not be registered under the Securities Act or registered or qualified under
     any  applicable  state  securities  laws,  (b) none of the  Depositor,  the
     Trustee or the Certificate Registrar is obligated so to register or qualify
     the  Certificates  and (c) no interest in the  Certificates  may be sold or
     transferred unless it is (i) registered  pursuant to the Securities Act and
     registered or qualified pursuant to any applicable state securities laws or
     (ii)  sold or  transferred  in  transactions  which  are  exempt  from such
     registration and qualification and the Certificate Owner desiring to effect
     such transfer has received either (A) a certification from such Certificate
     Owner's  prospective  transferee  substantially in the form attached to the
     Pooling and  Servicing  Agreement or (B) an opinion of counsel with respect
     to  the  availability  of  such  exemption,  together  with  copies  of the
     certification(s)  from the transferor and/or  transferee  setting forth the
     facts surrounding the transfer upon which such opinion is based.


                                     D-3B-1


<PAGE>


3.   The Transferee hereby undertakes to be bound by the terms and conditions of
     the Pooling and Servicing  Agreement in its capacity as a Certificate Owner
     in all respects as if it were a signatory thereto. This undertaking is made
     for the  benefit  of the Trust  Fund,  the  Certificate  Registrar  and all
     Certificateholders present and future.

4.   The Transferee  understands  that it may not sell or otherwise transfer any
     portion of its interest in the Transferred Certificate except in compliance
     with the provisions of Section 5.2 of the Pooling and Servicing  Agreement,
     which provisions it has carefully reviewed.

5.   Transferee understands  that the Certificate  representing  the Transferred
     Certificate will bear legends substantially to the following effect:

     THE  CERTIFICATES  EVIDENCED  HEREBY HAVE NOT BEEN  REGISTERED OR QUALIFIED
     UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
     ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY NOT
     BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER
     THAT THE SELLER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL  BUYER
     WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS
     OWN  ACCOUNT OR FOR THE  ACCOUNT OF A  QUALIFIED  INSTITUTIONAL  BUYER IN A
     TRANSACTION  MEETING THE  REQUIREMENTS  OF RULE 144A OR (2) TO A BUYER WHOM
     THE SELLER REASONABLY  BELIEVES IS AN INSTITUTIONAL  "ACCREDITED  INVESTOR"
     WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
     THE SECURITIES ACT, OR AN ENTITY OWNED ENTIRELY BY OTHER ENTITIES THAT COME
     WITHIN  THESE  PARAGRAPHS,  AND  (B)  IN  ACCORDANCE  WITH  ALL  APPLICABLE
     SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER  APPLICABLE
     JURISDICTION.

     NO TRANSFER OF THIS  CERTIFICATE OR ANY INTEREST  HEREIN MAY BE MADE TO (A)
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE  BENEFIT PLAN OR ARRANGEMENT  THAT IS
     SUBJECT TO THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"),  OR  SECTION  4975 OF THE  INTERNAL  REVENUE  CODE OF 1986  (THE
     "CODE"),  OR (B) ANY PERSON WHO IS DIRECTLY OR INDIRECTLY  PURCHASING  THIS
     CERTIFICATE OR SUCH 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, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION
     5.2 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

6.   Neither the  Transferee  nor anyone acting on its  behalf has (a)  offered,
     pledged,  sold, disposed of or otherwise  transferred any Certificate,  any
     interest in any Certificate or any other similar  security to any person in
     any manner, (b) solicited any offer to buy or accept a pledge,  disposition
     or other transfer of any  Certificate,  any interest in any  Certificate or
     any other  similar  security  from any person in any manner,  (c) otherwise
     approached or negotiated with respect to any  Certificate,  any interest in
     any Certificate or any other similar security with any


                                     D-3B-2


<PAGE>


     person in any manner, (d) made any general solicitation by means of general
     advertising or in any other manner, or (e) taken any other action, that (in
     the case of any of the acts  described  in clauses  (a)  through (e) above)
     would  constitute a distribution  of any  Certificate  under the Securities
     Act, would render the disposition of any Certificate a violation of Section
     5 of the  Securities  Act or any  state  securities  law or  would  require
     registration or  qualification  of any Certificate  pursuant  thereto.  The
     Transferee  will not act, nor has it  authorized  or will it authorize  any
     person to act,  in any  manner  set forth in the  foregoing  sentence  with
     respect to any Certificate,  any interest in any Certificate or any similar
     security.

7.   The Transferee is an institutional "accredited investor" as defined in Rule
     501(a) (1), (2), (3) or (7) under the Securities Act and has such knowledge
     and  experience  in  financial  and  business  matters  as to be capable of
     evaluating the merits and risks of an investment in the  Certificates;  the
     Transferee  has  sought  such  accounting,  legal and tax  advice as it has
     considered  necessary  to make an  informed  investment  decision;  and the
     Transferee is able to bear the economic risks of such an investment and can
     afford a complete loss of such investment.

8.   The Transferee represents  as  follows:  (i) it is  not a  Plan  and is not
     directly or indirectly  purchasing such  Transferred  Certificate on behalf
     of, as named fiduciary of, as trustee of, or with assets of a Plan; or (ii)
     the purchase and continued  holding of such Transferred  Certificate by the
     Transferee is exempt from the prohibited transaction provisions of Sections
     406(a)  and (b) and 407 of  ERISA  and the  excise  taxes  imposed  on such
     prohibited  transactions  by Sections  4975(a)  and (b) of the Code,  under
     Sections I and III of Prohibited  Transaction  Class  Exemption  95-60;  or
     (iii)  if the  Transferee  is  acquiring  the  Transferred  Certificate  in
     reliance on  Prohibited  Transaction  Exemption  90-24  and/or  90-08,  the
     Transferee  (X) is an accredited  investor as defined in Rule  501(a)(l) of
     Regulation D of the 1933 Act, (Y) is not  sponsored  (within the meaning of
     Section 3(16)(B) of ERISA) by the Trustee, any Fiscal Agent, the Depositor,
     any Seller,  the Master Servicer,  the Special Servicer,  any Sub-Servicer,
     any Exemption  Favored Party or any Borrower with respect to Mortgage Loans
     constituting more than 5% of the aggregate unamortized principal balance of
     all  the  Mortgage  Loans  determined  as of the  Closing  Date,  or by any
     Affiliate of such  Person,  and (Z) agrees that it will obtain from each of
     its  Transferees  that  are  Plans  a  written   representation  that  such
     Transferee,  if a  Plan  satisfied  the  requirements  of  the  immediately
     preceding clauses (iii)(X) and (iii)(Y),  together with a written agreement
     that such  Transferee  will  obtain from each of its  Transferees  that are
     Plans  a  similar  written  representation  regarding  satisfaction  of the
     requirements of the immediately preceding clauses (iii)(X) and (iii)(Y); or
     (iv) it has provided the Certificate  Owner with a  certification  of facts
     and an Opinion of  Counsel  which  otherwise  establish  to the  reasonable
     satisfaction of the Certificate Owner that such transfer will not result in
     a violation  of Section 406 of ERISA or Section  4975 of the Code or result
     in the imposition of an excise tax under Section 4975 of the Code.

Very truly yours,



______________________________________________
(Transferee)


                                     D-3B-3




<PAGE>


By:__________________________
Name:________________________
Title:_______________________


                                     D-3B-4




<PAGE>

                                    EXHIBIT E

                           FORM OF REQUEST FOR RELEASE
                                 (for Custodian)

Loan Information

        Name of Mortgagor:

        Master Servicer Loan No.:


Custodian File No.:

        Name:

        Address:



        Custodian
        Mortgage File No.:


Depositor

        Name:           PNC Mortgage Acceptance Corp.

        Address:        210 West 10th Street, 6th Floor
                        Kansas City, Missouri 64105


        Certificates:   PNC Mortgage Acceptance Corp.,
                        Commercial Mortgage Pass-Through Certificates,
                        Series 2001-C1

               The  undersigned  [Master  Servicer]  [Special  Servicer]  hereby
acknowledges that it has received from ___________________, as Custodian for the
Holders of PNC  Mortgage  Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
Certificates,  Series 2001-C1, the documents referred to below (the "Documents")
 . All capitalized  terms not otherwise defined in this Request for Release shall
have the  meanings  given  them in the  Pooling  and  Servicing  Agreement  (the
"Pooling and Servicing  Agreement")  dated as of March 1, 2001, by and among PNC
Mortgage Acceptance Corp., as Depositor,  Midland Loan Services, Inc., as Master
Servicer and Special Servicer, Wells Fargo Bank Minnesota, N.A., as Trustee, and
LaSalle Bank National Association, as Certificate Administrator.

( )  Promissory Note dated ___________,  ____, in  the original principal sum of


                                      E-1


<PAGE>


$______________,  made by _______________,  payable to, or endorsed to the order
of, the Trustee.

( )     Mortgage    recorded   on    _________________    as    instrument   no.
________________   in  the   County   Recorder's   Office   of  the   County  of
___________________,     State    of__________________    in    book/reel/docket
________________ of official records at page/image __________________.

( )     Deed  of  Trust recorded  on   ____________________  as  instrument  no.
____________ in the County Recorder's Office of the County of _________________,
State of ________________ in book/reel/docket  ____________________  of official
records at page/image ___________________.

(  )    Assignment  of  Mortgage  or Deed of Trust to the  Trustee,  recorded on
_________________________   as  instrument  no.   ____________________  in  the
County  Recorder's  Office  of  the  County  of  _________________,   State  of
_______________________  in book/reel/docket  __________ of official records at
page/image ____________________.

( )     Other  documents,  including  any  amendments,   assignments   or  other
assumptions of the Note or Mortgage.

        ( )    _______________________________

        ( )    _______________________________

        ( )    _______________________________

        ( )    _______________________________


               The  undersigned  [Master Servicer]  [Special Servicer]    hereby
acknowledges and agrees as follows:

(1)     The   [Master Servicer]   [Special Servicer]  shall   hold  and   retain
possession of the Documents in trust for the benefit of the Trustee,  solely for
the purposes provided in the Agreement.

(2)     The  [Master Servicer] [Special  Servicer] shall not cause or permit the
Documents to become  subject to, or encumbered  by, any claim,  liens,  security
interest,  charges,  writs of  attachment  or other  impositions  nor  shall the
[Master  Servicer]  [Special  Servicer]  assert or seek to assert  any claims or
rights of set-off to or against the Documents or any proceeds thereof.

(3)     The [Master Servicer] [Special Servicer]  shall return  the Documents to
the Custodian when the need therefor no longer exists,  unless the Mortgage Loan
relating to the Documents has been liquidated and the proceeds thereof have been
remitted  to the  Collection  Account  and except as  expressly  provided in the
Agreement.

(4)     The  Documents  and  any  proceeds thereof, including  any  proceeds  of
proceeds,  coming  into the  possession  or  control  of the  [Master  Servicer]
[Special Servicer] shall at all times be earmarked


                                      E-2


<PAGE>


for the account of the Trustee,  and the [Master  Servicer]  [Special  Servicer]
shall keep the Documents  and any proceeds  separate and distinct from all other
property in the [Master Servicer's] [Special Servicer's] possession,  custody or
control.


                                   [________________________________________]


                                   By:_____________________________________
                                   Name: __________________________________
                                   Title: _________________________________

Date:____________________


                                      E-3



<PAGE>

                                    EXHIBIT F

                           FORM OF CUSTODIAL AGREEMENT

               THIS CUSTODIAL AGREEMENT, dated as of __________, is by and among
__________,  as Custodian (the  "Custodian"),  Midland Loan Services,
Inc., as Master Servicer and Special Servicer (the "Master Servicer" or "Special
Servicer") and Wells Fargo Bank Minnesota, N.A., as Trustee (the "Trustee"). The
Master Servicer and the Special  Servicer are each sometimes  referred to herein
as a "Servicer".

                                   WITNESSETH:

               WHEREAS,  the  Master  Servicer,  the  Special  Servicer  and the
Trustee are parties to a Pooling  and  Servicing  Agreement  (the  "Pooling  and
Servicing Agreement"),  dated as of March 1, 2001, among PNC Mortgage Acceptance
Corp., as Depositor, the Master Servicer, the Special Servicer, the Trustee, and
LaSalle Bank National Association, as Certificate Administrator, relating to PNC
Mortgage Acceptance Corp. Commercial Mortgage Pass-Through Certificates,  Series
2001-C1  (capitalized  terms used but not  defined  herein  having  the  meaning
assigned thereto in the Pooling and Servicing Agreement).

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

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

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

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


                                      F-1


<PAGE>


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

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

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

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

               6.   The Trustee may  upon  30 days  written  days  notice  (with
copies to each  Servicer)  remove and  discharge  the Custodian or any successor
Custodian  thereafter  appointed  from the  performance of its duties under this
Custodial  Agreement.  Simultaneously,  the  Trustee  shall  appoint a successor
Custodian to act on its behalf by written instrument,  one original  counterpart
of which instrument  shall be delivered to each Rating Agency,  one copy to each
Servicer  and one  copy to the  successor  Custodian.  In the  event of any such
removal,  the Custodian shall promptly transfer to the successor  Custodian,  as
directed, all Custodian's Mortgage Files being administered under this Custodial
Agreement.

               7.   Upon reasonable prior written notice to the  Custodian,  the
Trustee and its agents,  accountants,  attorneys  and auditors will be permitted
during normal business hours to

                                      F-2


<PAGE>


examine the Custodian's  Mortgage File,  documents,  records and other papers in
the  possession of or under the control of the Custodian  relating to any or all
of the Mortgage Loans.

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

               9.   The Custodian shall, at its  own  expense,  maintain  at all
times during the  existence of this  Custodial  Agreement and keep in full force
and effect (a) a fidelity  bond and (b) errors and omissions  insurance  meeting
the requirements of Section 8.12(c) of the Pooling and Servicing Agreement.

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

               11.  Within 10  days  of  each  anniversary  of the  date of this
Custodial  Agreement,  or upon the request of the Trustee or either  Servicer at
any other time,  the Custodian  shall provide to the Trustee and each Servicer a
list of all the  Mortgage  Loans  for which the  Custodian  holds a  Custodian's
Mortgage File pursuant to this Custodial Agreement. Such list may be in the form
of a copy of the Mortgage Loan Schedule  with manual  deletions to  specifically
denote any Mortgage Loans paid off,  liquidated or repurchased since the date of
this Custodial Agreement.

               12.  This Custodial  Agreement  shall be construed in  accordance
with the laws of the  State of New York  (without  regard to  conflicts  of laws
principles),  and the obligations,  rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

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

               14.  The  Custodian  may  terminate  its  obligations  under this
Custodial  Agreement  upon  at  least  60 days  notice  to the  Trustee  and the
applicable Servicer. In the event of such termination, the Trustee shall appoint
a successor  Custodian (which may be the Trustee).  Upon such  appointment,  the
Custodian shall promptly transfer to the successor Custodian,  as directed,  all
Custodian's Mortgage Files being administered under this Custodial Agreement.


                                      F-3



<PAGE>


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

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

               17.  This Custodial  Agreement  may only be amended in accordance
with Section 11.7 of the Pooling and Servicing Agreement.




                            [Signatures on Next Page]


                                      F-4



<PAGE>


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


                                __________________________________________,
                                as Custodian


                                By:   ___________________________________
                                Name: ___________________________________
                                Title:___________________________________


                                MIDLAND LOAN SERVICES, INC.,
                                as Master Servicer and Special Servicer

                                By:   ___________________________________
                                Name: ___________________________________
                                Title:___________________________________


                                WELLS FARGO BANK MINNESOTA, N.A.,
                                as Trustee

                                By:   ___________________________________
                                Name: ___________________________________
                                Title:___________________________________


                                      F-5




<PAGE>



                                    EXHIBIT G


                             [INTENTIONALLY OMITTED]





<PAGE>


                                    EXHIBIT H




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

<TABLE>

<S>                                      <C>                                                     <C>
ABN AMRO                                         PNC MORTGAGE ACCEPTANCE CORP.                   Statement Date:
LaSalle Bank N.A.                        MIDLAND LOAN SERVICES, INC., MASTER SERVICER            Payment Date:
135 S. LaSalle Street Suite 1625         MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER           Prior Payment:
Chicago, IL   60603                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES           Next Payment:
                                                        SERIES 2001-C1                           Record Date:
                                                 ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                   Analyst:
Cathy Johnson (904) 312-4207                 REPORTING PACKAGE TABLE OF CONTENTS                 Thomas Helms (714) 282-3980 (203)
cathy.johnson@abnamro.com                                                                        thelms@lnbabs.com
===================================================================================================================================
==============================================   ===============================================  =================================
                                                                                                  Page(s)
                                                                                                  -------
Issue Id:                             PNCM01C1   REMIC Certificate Report                         Closing Date:
Monthly Data File Name:                          Ratings                                          First Payment Date:    04/12/2001
                                                 Bond Interest Reconciliation                     Assumed Final Payment Date:
                                                 Cash Reconciliation Summary
==============================================   15 Month Historical Loan Status Summary          =================================
==============================================   15 Month Historical Payoff/Loss Summary          =================================
                                                 Historical Collateral Level Prepayment Report
                                                 Delinquent Loan Detail
                                                 Mortgage Loan Characteristics
                                                 Loan Level Detail
                                                 Specially Serviced Report
                                                 Modified Loan Detail
                                                 Realized Loss Detail
                                                 Appraisal Reduction Detail
                                                 ===============================================
===================================================================================================================================
                                                          CONTACT INFORMATION
- ---------------------------------------------------------------------------------------------------------------------------------

                                                 DEPOSITOR: PNC MORTGAGE ACCEPTANCE CORP.
 UNDERWRITERS: MORGAN STANLEY & CO. INCORPORATED, PNC CAPITAL MARKETS, INC., ABN AMRO INCORPORATED AND DEUTSCHE BANK SECURITIES INC.
                                               MASTER SERVICER: MIDLAND LOAN SERVICES, INC.
                       RATING AGENCIES: MOODY'S INVESTORS SERVICE, INC. AND STANDARD & POOR'S RATINGS SERVICES

===================================================================================================================================

                               ======================================================================
                                 INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                               ----------------------------------------------------------------------
                                 LaSalle Web Site                                     www.lnbabs.com
                                 Servicer Website                                  www.midlandls.com

                                 LaSalle Factor Line                                  (800) 246-5761
                               ======================================================================
===================================================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>
<CAPTION>
ABN AMRO                                    PNC MORTGAGE ACCEPTANCE CORP.                          Statement Date:
LaSalle Bank N.A.                   MIDLAND LOAN SERVICES, INC., MASTER SERVICER                   Payment Date:
                                    MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                  Prior Payment:
WAC:                                COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                  Next Payment:
WA Life Term:                                      SERIES 2001-C1                                  Record Date:
WA Amort Term:                             ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:
=================================================================================================================================
            Original       Opening    Principal    Principal       Negative     Closing     Interest    Interest    Pass-Through
 Class   Face Value (1)    Balance     Payment    Adj. or Loss   Amortization   Balance     Payment    Adjustment     Rate (2)
 CUSIP     Per 1,000      Per 1,000   Per 1,000    Per 1,000      Per 1,000    Per 1,000   Per 1,000   Per 1,000    Next Rate (3)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>      <C>              <C>         <C>         <C>            <C>           <C>         <C>         <C>          <C>


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


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


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


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


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


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


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


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


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


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


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


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


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


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


- ---------------------------------------------------------------------------------------------------------------------------------
              0.00          0.00         0.00         0.00           0.00         0.00        0.00        0.00
=================================================================================================================================
                                                                        Total P&I Payment     0.00
                                                                        ==========================

</TABLE>

Notes:  (1) N denotes notional balance not included in total
        (2) Interest Paid minus Interest Adjustment minus Deferred
            Interest equals Accrual
        (3) Estimated

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>
<S>                                <C>                                                              <C>
ABN AMRO                                    PNC MORTGAGE ACCEPTANCE CORP.                           Statement Date:
LaSalle Bank N.A.                  MIDLAND LOAN SERVICES, INC., MASTER SERVICER                     Payment Date:
                                   MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                    Prior Payment:
                                   COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                    Next Payment:
                                                  SERIES 2001-C1                                    Record Date:
                                          ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>


                          BOND INTEREST RECONCILIATION
<TABLE>
<CAPTION>
====================================================================================
                                                          Deductions
                                        --------------------------------------------
               Accrual       Accrued                  Add.     Deferred &
            ------------   Certificate   Allocable    Trust     Accretion   Interest
   Class    Method  Days     Interest      PPIS     Expense(1)   Interest    Losses
- ------------------------------------------------------------------------------------
<S>                            <C>         <C>        <C>         <C>         <C>


                         -----------------------------------------------------------
                               0.00        0.00       0.00        0.00        0.00
====================================================================================

<CAPTION>

=========================================================================================================
                         Additions
            ---------------------------------                            Remaining
                Prior     Prepay-    Other    Distributable  Interest   Outstanding      Credit Support
              Int. Short-  ment     Interest   Certificate    Payment     Interest     -------------------
   Class      falls Due  Penalties Proceeds(2)   Interest     Amount     Shortfalls  Original  Current(3)
- ---------------------------------------------------------------------------------------------------------
<S>              <C>       <C>        <C>          <C>         <C>


            ---------------------------------------------------------------------
                 0.00      0.00       0.00         0.00        0.00         0.00
=========================================================================================================
</TABLE>

(1)  Additional Trust Expenses are fees allocated directly to the bond resulting
     in a deduction to accrued interest.

(2)  Other Interest Proceeds include default interest, PPIE and Recoveries of
     Interest.

(3)  Determined as follows: (A) the ending balance of all the classes less (B)
     the sum of (i) the ending balance of the class and (ii) the ending balance
     of all classes which are not subordinate to the class divided by (A).


03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                          <C>                                                             <C>
ABN AMRO                              PNC MORTGAGE ACCEPTANCE CORP.                          Statement Date:
LaSalle Bank N.A.            MIDLAND LOAN SERVICES, INC., MASTER SERVICER                    Payment Date:
                             MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                   Prior Payment:
                             COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                   Next Payment:
                                            SERIES 2001-C1                                   Record Date:
                                     ABN AMRO ACCT: XX-XXXX-XX-X

                                    CASH RECONCILIATION SUMMARY

====================================================================================================================================
</TABLE>

 ------------------------------------------------------
          INTEREST SUMMARY
 -----------------------------------

 Current Scheduled Interest
 Less Deferred Interest
 Plus Advance Interest
 Plus Unscheduled Interest
 PPIS Reducing Scheduled Interest
 Less Total Fees Paid  To Servicer
 Plus Fees Advanced for PPIS
 Less Fee Strips Paid by Servicer
 Less Misc. Fees & Expenses
 Less Non Recoverable Advances
 ------------------------------------------------------
 Interest Due Trust
 ------------------------------------------------------
 Less Trustee Fee

 Less Fee Strips Paid by Trust

 Less Misc. Fees Paid by Trust
 ------------------------------------------------------
 Remittance Interest
 ------------------------------------------------------



- -------------------------------------------------------
        SERVICING FEE SUMMARY
- -------------------------------------------------------

Current Servicing Fees

Plus Fees Advanced for PPIS
Less Reduction for PPIS

Plus Unscheduled Servicing Fees
- -------------------------------------------------------
Total Servicing Fees Paid

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

- -------------------------------------------------------
             PPIS SUMMARY
- -------------------------------------------------------

Gross PPIS
Reduced by PPIE

Reduced by Shortfalls in Fees

Reduced by Other Amounts
- -------------------------------------------------------
PPIS Reducing Scheduled Interest
- -------------------------------------------------------
PPIS Reducing Servicing Fee
- -------------------------------------------------------
PPIS Due Certificate
- -------------------------------------------------------



- ----------------------------------------------------------------
                POOL BALANCE SUMMARY
- ----------------------------------------------------------------
                                        Balance        Count
- ----------------------------------------------------------------
Beginning Pool
Scheduled Principal Distribution
Unscheduled Principal Distribution
Deferred Interest
Liquidations
Repurchases
Ending Pool
- ----------------------------------------------------------------


- ----------------------------------------------------------
         PRINCIPAL SUMMARY
- ----------------------------------------------------------

SCHEDULED PRINCIPAL:
- --------------------
Current Scheduled Principal
Advanced Scheduled Principal
- ----------------------------------------------------------
Scheduled Principal Distribution
- ----------------------------------------------------------
UNSCHEDULED PRINCIPAL:
- ----------------------

Curtailments

Prepayments in Full

Liquidation Proceeds
Repurchase Proceeds
Other Principal Proceeds
- ----------------------------------------------------------
Unscheduled Principal Distribution
- ----------------------------------------------------------
Remittance Principal
- ----------------------------------------------------------

- ----------------------------------------------------------
Servicer Wire Amount
- ----------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                               ADVANCES
                                                               --------
        PRIOR OUTSTANDING                  CURRENT PERIOD                      RECOVERED                    ENDING OUTSTANDING
   Principal          Interest      Principal         Interest        Principal          Interest      Principal           Interest
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>           <C>               <C>             <C>                <C>           <C>                 <C>

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


====================================================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                           <C>                                                                      <C>
ABN AMRO                                       PNC MORTGAGE ACCEPTANCE CORP.                           Statement Date:
LaSalle Bank N.A.                     MIDLAND LOAN SERVICES, INC., MASTER SERVICER                     Payment Date:
                                      MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                    Prior Payment:
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                    Next Payment:
                                                     SERIES 2001-C1                                    Record Date:
                                              ABN AMRO ACCT: XX-XXXX-XX-X

                              ASSET BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY
</TABLE>


<TABLE>
<CAPTION>
==============================================================================================================================
                        Delinquency Aging Categories
                 -------------------------------------------------------------------------------------------------------------
  Distribution      Delinq 1 Month        Delinq 2 Months      Delinq 3+ Months        Foreclosure       REO
                 -------------------------------------------------------------------------------------------------------------
      Date         #       Balance       #       Balance       #       Balance      #       Balance       #       Balance
==============================================================================================================================
<S>                <C>                   <C>                  <C>                   <C>                  <C>

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


==============================================================================================================================

<CAPTION>

====================================================================================
                                     Special Event Categories (1)
                 -------------------------------------------------------------------
  Distribution       Modifications      Specially Serviced         Bankruptcy
                 -------------------------------------------------------------------
      Date         #       Balance       #       Balance       #        Balance
====================================================================================
<S>                <C>                   <C>                   <C>

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


====================================================================================
</TABLE>

(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
     the Appropriate Delinquency Aging Category

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                       <C>                                                                <C>
ABN AMRO                           PNC MORTGAGE ACCEPTANCE CORP.                             Statement Date:
LaSalle Bank N.A.         MIDLAND LOAN SERVICES, INC., MASTER SERVICER                       Payment Date:
                          MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                      Prior Payment:
                          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                      Next Payment:
                                         SERIES 2001-C1                                      Record Date:
                                  ABN AMRO ACCT: XX-XXXX-XX-X

                  ASSET BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY
</TABLE>

<TABLE>
<CAPTION>
================================================================================================================================
 Distribution       Ending Pool (1)          Payoffs (2)            Penalties       Appraisal Reduct. (2)   Liquidations (2)
                ----------------------------------------------------------------------------------------------------------------
    Date          #        Balance        #       Balance       #        Amount       #       Balance       #       Balance
================================================================================================================================
<S>               <C>                     <C>                   <C>                 <C>                     <C>

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


================================================================================================================================

<CAPTION>

====================================================================================
 Distribution   Realized Losses (2)      Remaining Term       Curr Weighted Avg.
               ---------------------------------------------------------------------
    Date         #        Amount         Life     Amort.      Coupon      Remit
====================================================================================
<S>            <C>                      <C>                  <C>

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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


====================================================================================
</TABLE>

(1)  Percentage based on pool as of cutoff.
(2)  Percentage based on pool as of beginning of period.

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                                   <C>                                                                     <C>
ABN AMRO                                      PNC MORTGAGE ACCEPTANCE CORP.                                   Statement Date:
LaSalle Bank N.A.                     MIDLAND LOAN SERVICES, INC., MASTER SERVICER                            Payment Date:
                                      MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                           Prior Payment:
                                      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                           Next Payment:
                                                     SERIES 2001-C1                                           Record Date:
                                              ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                  HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT
<TABLE>
<CAPTION>
==============================================================================================
  Disclosure     Distribution      Initial              Payoff        Penalty       Prepayment
   Control #        Date           Balance     Code     Amount         Amount          Date
- ------------------------------================================================================
<S>              <C>               <C>         <C>      <C>           <C>           <C>


==============================================================================================
                                  CUMULATIVE                  0            0
                                                    =============================

<CAPTION>

=========================================================================================================
                                                                            Remaining Term
  Disclosure       Maturity      Property                                --------------------       Note
   Control #         Date          Type             State        DSCR       Life      Amort.        Rate
- ---------------==========================================================================================
<S>                <C>           <C>                <C>          <C>        <C>       <C>           <C>


=========================================================================================================
</TABLE>


03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                                      <C>                                                                <C>
ABN AMRO                                         PNC MORTGAGE ACCEPTANCE CORP.                              Statement Date:
LaSalle Bank N.A.                        MIDLAND LOAN SERVICES, INC., MASTER SERVICER                       Payment Date:
                                         MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                      Prior Payment:
                                         COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                      Next Payment:
                                                        SERIES 2001-C1                                      Record Date:
                                                 ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                             DELINQUENT LOAN DETAIL
<TABLE>
<CAPTION>
===================================================================================================================================
                                                  Paid                            Outstanding      Out. Property
  Disclosure Doc                                  Thru          Current P&I           P&I            Protection         Advance
     Control #                                    Date            Advance         Advances**          Advances      Description (1)
===================================================================================================================================
<S>                                               <C>           <C>               <C>              <C>              <C>



<CAPTION>

=================================================== =====================================================================
                                                         Special
  Disclosure Doc                                         Servicer        Foreclosure       Bankruptcy            REO
    Control #                                         Transfer Date         Date              Date              Date
=================================================== =====================================================================
<S>                                                   <C>                <C>               <C>                  <C>



====================================================================================================================================
A.  P&I Advance - Loan in Grace Period
B.  P&I Advance - Late Payment but < one month delinq

1.  P&I Advance - Loan delinquent 1 month
2.  P&I Advance - Loan delinquent 2 months

3.  P&I Advance - Loan delinquent 3 months or More
4.  Matured Balloon/Assumed Scheduled Payment
====================================================================================================================================
</TABLE>

**  Outstanding P&I Advances include the current period P&I Advance

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>
<S>                         <C>                                                        <C>
ABN AMRO                             PNC MORTGAGE ACCEPTANCE CORP.                     Statement Date:
LaSalle Bank N.A.           MIDLAND LOAN SERVICES, INC., MASTER SERVICER               Payment Date:
                            MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER              Prior Payment:
                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES              Next Payment:
                                           SERIES 2001-C1                              Record Date:
                                    ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                          MORTGAGE LOAN CHARACTERISTICS

<TABLE>
<CAPTION>
                             DISTRIBUTION OF PRINCIPAL BALANCES
===============================================================================================
                                                                         Weighted Average
       Current Scheduled          # of     Scheduled      % of    -----------------------------
            Balances              Loans      Balance      Balance    Term     Coupon    DSCR
================================================================================================
<S>                               <C>       <C>           <C>        <C>      <C>       <C>



================================================================================================
                                       0               0     0.00%
================================================================================================
</TABLE>

Average Scheduled Balance

Maximum  Scheduled Balance

Minimum  Scheduled Balance


<TABLE>
<CAPTION>
                      DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
================================================================================================
                                                                        Weighted Average
        Fully Amortizing           # of     Scheduled      % of   -----------------------------
         Mortgage Loans           Loans      Balance      Balance    Term     Coupon    DSCR
================================================================================================
<S>                               <C>       <C>           <C>        <C>      <C>       <C>



================================================================================================
                                       0               0     0.00%
================================================================================================
                                                         Minimum Remaining Term
                                                         Maximum Remaining Term
</TABLE>


<TABLE>
<CAPTION>
                           DISTRIBUTION OF MORTGAGE INTEREST RATES
================================================================================================
                                                                        Weighted Average
        Current Mortgage          # of     Scheduled      % of    -----------------------------
         Interest Rate           Loans     Balance       Balance    Term     Coupon      DSCR
================================================================================================
<S>                              <C>       <C>           <C>        <C>      <C>         <C>



================================================================================================
                                      0              0    0.00%
================================================================================================
</TABLE>
Minimum Mortgage Interest Rate                10.0000%
Maximum Mortgage Interest Rate                10.0000%



<TABLE>
<CAPTION>

                            DISTRIBUTION OF REMAINING TERM (BALLOON)
================================================================================================
                                                                      Weighted Average
            Balloon               # of     Scheduled     % of  --------------------------------
         Mortgage Loans          Loans     Balance     Balance    Term     Coupon      DSCR
================================================================================================
<S>                              <C>       <C>         <C>        <C>      <C>         <C>
      0        to       60

     61        to      120

     121       to      180

     181       to      240

     241       to      360



================================================================================================
                                      0              0    0.00%
================================================================================================
</TABLE>

Minimum Remaining Term           0
Maximum Remaining Term           0

03/13/2001 - 17:33 (MXXX-MXXX)(C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>
<S>                                        <C>                                                                          <C>
ABN AMRO                                   PNC MORTGAGE ACCEPTANCE CORP.                        Statement Date:      01/00/1900
LaSalle Bank N.A.                   MIDLAND LOAN SERVICES, INC., MASTER SERVICER                Payment Date:        01/00/1900
                                   MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                Prior Payment:       01/00/1900
                                   COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                Next Payment:        01/00/1900
                                                  SERIES 2001-C1                                Record Date:         01/00/1900
                                          ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>


                          MORTGAGE LOAN CHARACTERISTICS

<TABLE>
<CAPTION>
                               DISTRIBUTION OF DSCR (CURRENT)
================================================================================================
          Debt Service             # of     Scheduled      % of
         Coverage Ratio           Loans      Balance      Balance    WAMM      WAC      DSCR
================================================================================================
<S>                               <C>       <C>           <C>        <C>       <C>      <C>



================================================================================================
                                       0               0     0.00%
================================================================================================
</TABLE>

Maximum  DSCR
Minimum  DSCR


<TABLE>
<CAPTION>
                                  DISTRIBUTION OF DSCR (CUTOFF)
================================================================================================
          Debt Service             # of     Scheduled      % of
         Coverage Ratio           Loans      Balance      Balance    WAMM      WAC      DSCR
================================================================================================
<S>                               <C>       <C>           <C>        <C>       <C>      <C>



================================================================================================
                                       0               0     0.00%
================================================================================================
</TABLE>

Maximum  DSCR                                       0.00
Minimum  DSCR                                       0.00



<TABLE>
<CAPTION>
                                    GEOGRAPHIC DISTRIBUTION
================================================================================================
                                  # of     Scheduled     % of
                    State        Loans     Balance     Balance    WAMM      WAC        DSCR
================================================================================================
<S>                 <C>          <C>       <C>         <C>        <C>       <C>        <C>



================================================================================================
                                      0                   0.00%
================================================================================================
</TABLE>


03/13/2001 - 17:33 (MXXX-MXXX)(C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                            <C>                                                         <C>
ABN AMRO                               PNC MORTGAGE ACCEPTANCE CORP.                       Statement Date:      01/00/1900
LaSalle Bank N.A.              MIDLAND LOAN SERVICES, INC., MASTER SERVICER                Payment Date:        01/00/1900
                               MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER               Prior Payment:       01/00/1900
                               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES               Next Payment:        01/00/1900
                                               SERIES 2001-C1                              Record Date:         01/00/1900
                                       ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                          MORTGAGE LOAN CHARACTERISTICS

<TABLE>
<CAPTION>
                                DISTRIBUTION OF PROPERTY TYPES
================================================================================================
                                   # of     Scheduled      % of
         Property Types           Loans      Balance      Balance    WAMM      WAC      DSCR
================================================================================================
<S>                               <C>        <C>          <C>        <C>       <C>      <C>



================================================================================================
                                       0               0     0.00%
================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                              DISTRIBUTION OF AMORTIZATION TYPE
================================================================================================
        Current Scheduled          # of     Scheduled      % of
            Balances              Loans      Balance      Balance    WAMM      WAC      DSCR
================================================================================================
<S>                               <C>       <C>           <C>        <C>       <C>      <C>



================================================================================================

================================================================================================
</TABLE>




<TABLE>
<CAPTION>
                                 DISTRIBUTION OF LOAN SEASONING
================================================================================================
                                  # of     Scheduled     % of
        Number of Years          Loans     Balance     Balance    WAMM      WAC        DSCR
================================================================================================
<S>                              <C>       <C>         <C>        <C>       <C>        <C>



================================================================================================
                                      0              0    0.00%
================================================================================================
</TABLE>



<TABLE>
<CAPTION>
                               DISTRIBUTION OF YEAR LOANS MATURING
================================================================================================
                                  # of     Scheduled     % of
               Year              Loans     Balance     Balance    WAMM      WAC        DSCR
================================================================================================
               <S>               <C>       <C>         <C>        <C>       <C>        <C>
               1998
               1999
               2000
               2001
               2002
               2003
               2004
               2005
               2006
               2007
               2008
           2009 & Longer
================================================================================================
                                      0              0    0.00%
================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>
<S>                              <C>                                                             <C>
ABN AMRO                                  PNC MORTGAGE ACCEPTANCE CORP.                          Statement Date:
LaSalle Bank N.A.                MIDLAND LOAN SERVICES, INC., MASTER SERVICER                    Payment Date:
                                 MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                   Prior Payment:
                                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                   Next Payment:
                                                SERIES 2001-C1                                   Record Date:
                                         ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>


                         LOAN LEVEL DETAIL

<TABLE>
<CAPTION>
========================================================================================================
                                                                    Operating                  Ending
   Disclosure                Property                               Statement    Maturity    Principal
    Control #     Grp          Type     State       DSCR      NOI      Date        Date       Balance
========================================================================================================
<S>               <C>        <C>        <C>         <C>       <C>   <C>          <C>         <C>



========================================================================================================
                                        W/Avg       0.00        0                                   0
========================================================================================================

<CAPTION>

==============================================================================================================
                                                     Spec.           Loan               Prepayment
   Disclosure         Note     Scheduled    Mod.     Serv   ASER    Status   ----------------------------------
    Control #         Rate        P&I       Flag     Flag   Flag    Code(1)  Amount      Penalty       Date
==============================================================================================================
<S>                   <C>      <C>          <C>      <C>    <C>     <C>      <C>        <C>            <C>



==============================================================================================================
                                    0                                             0           0
==============================================================================================================
</TABLE>
*    NOI and DSCR, if available and reportable under the terms of the Pooling
     and Servicing Agreement, are based on information obtained from the related
     borrower, and no other party to the agreement shall be held liable for the
     accuracy or methodology used to determine such figures.

- ------------------------------------------------------------------------------
(1) Legend:

A.  P&I Adv - in Grace Period
B.  P&I Adv - < one month delinq
1.  P&I Adv - delinquent 1 month
2.  P&I Adv - delinquent 2 months
3.  P&I Adv - delinquent 3+ months
4.  Mat. Balloon/Assumed P&I
5.  Prepaid in Full
6.  Specially Service
7.  Foreclosure
8.  Bankruptcy
9.  REO
10. DPO
11. Modification
================================================================================

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                         <C>                                                       <C>
ABN AMRO                            PNC MORTGAGE ACCEPTANCE CORP.                     Statement Date:
LaSalle Bank N.A.           MIDLAND LOAN SERVICES, INC., MASTER SERVICER              Payment Date:
                            MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER             Prior Payment:
                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES             Next Payment:
                                            SERIES 2001-C1                            Record Date:
                                    ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>


                    SPECIALLY SERVICED (PART I) ~ LOAN DETAIL
<TABLE>
<CAPTION>
====================================================================================================================================
                                       Balance                                   Remaining Term
  Disclosure   Transfer   ----------------------------------  Note   Maturity   ---------------   Property                      NOI
   Control #     Date        Scheduled           Actual       Rate     Date       Life   Amort.     Type   State   NOI   DSCR   Date
====================================================================================================================================
<S>              <C>         <C>                 <C>          <C>      <C>        <C>    <C>        <C>    <C>     <C>   <C>    <C>



====================================================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                                 <C>                                                               <C>
ABN AMRO                                     PNC MORTGAGE ACCEPTANCE CORP.                            Statement Date:
LaSalle Bank N.A.                   MIDLAND LOAN SERVICES, INC., MASTER SERVICER                      Payment Date:
                                    MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                     Prior Payment:
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                     Next Payment:
                                                   SERIES 2001-C1                                     Record Date:
                                           ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

          SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS


<TABLE>
<CAPTION>
====================================================================================================================================
    Disclosure                  Resolution
     Control #                   Strategy                                                       Comments
====================================================================================================================================
<S>                             <C>                                                             <C>



====================================================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                              <C>                                                                <C>
ABN AMRO                                 PNC MORTGAGE ACCEPTANCE CORP.                              Statement Date:
LaSalle Bank N.A.                MIDLAND LOAN SERVICES, INC., MASTER SERVICER                       Payment Date:
                                 MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                      Prior Payment:
                                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                      Next Payment:
                                                SERIES 2001-C1                                      Record Date:
                                         ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                              MODIFIED LOAN DETAIL

<TABLE>
<CAPTION>
====================================================================================================================================

   Disclosure    Modification          Modification                             Modification
   Control #         Date                  Code                                 Description
- ----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>                   <C>                                      <C>



====================================================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>

<TABLE>

<S>                        <C>                                                               <C>
ABN AMRO                           PNC MORTGAGE ACCEPTANCE CORP.                             Statement Date:
LaSalle Bank N.A.          MIDLAND LOAN SERVICES, INC., MASTER SERVICER                      Payment Date:
                           MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                     Prior Payment:
                           COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                     Next Payment:
                                          SERIES 2001-C1                                     Record Date:
                                    ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                              REALIZED LOSS DETAIL
<TABLE>
<CAPTION>
=========================================================================================
                                                                           Beginning
   Distribution        Disclosure        Appraisal        Appraisal        Scheduled
      Period            Control #           Date            Value           Balance
- -----------------------------------------------------------------------------------------
<S>                    <C>               <C>              <C>              <C>


- -----------------------------------------------------------------------------------------
CURRENT TOTAL                                                                  0.00
CUMULATIVE                                                                     0.00
=========================================================================================

<CAPTION>

========================================================================================================================
                                        Gross Proceeds       Aggregate         Net          Net Proceeds
   Distribution         Gross            as a % of         Liquidation     Liquidation        as a % of       Realized
      Period           Proceeds        Sched Principal      Expenses *       Proceeds      Sched. Balance       Loss
- ------------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                 <C>             <C>             <C>                <C>


- ------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL              0.00                                 0.00          0.00                               0.00
CUMULATIVE                 0.00                                 0.00          0.00                               0.00
========================================================================================================================
</TABLE>

*    Aggregate liquidation expenses also include outstanding P&I advances and
     unpaid servicing fees, unpaid trustee fees, etc.

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.


<PAGE>

<TABLE>
<S>                            <C>                                                           <C>
ABN AMRO                               PNC MORTGAGE ACCEPTANCE CORP.                         Statement Date:
LaSalle Bank N.A.              MIDLAND LOAN SERVICES, INC., MASTER SERVICER                  Payment Date:
                               MIDLAND LOAN SERVICES, INC., SPECIAL SERVICER                 Prior Payment:
                               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES                 Next Payment:
                                              SERIES 2001-C1                                 Record Date:
                                       ABN AMRO ACCT: XX-XXXX-XX-X
</TABLE>

                           APPRAISAL REDUCTION DETAIL

<TABLE>
<CAPTION>

==================================================================================================
   Disclosure      Appraisal        Scheduled         Reduction        Note       Maturity
    Control #      Red. Date         Balance           Amount          Rate         Date
==================================================================================================
<S>                <C>              <C>               <C>              <C>        <C>



<CAPTION>

==================================================================================================
   Disclosure         Remaining Term       Property                               Appraisal
                     ----------------                                       ----------------------
    Control #         Life    Amort.         Type       State    DSCR        Value           Date
==================================================================================================
<S>                   <C>                  <C>          <C>      <C>        <C>              <C>



==================================================================================================
</TABLE>

03/13/2001 - 17:33 (MXXX-MXXX)  (C) 2001  LaSalle Bank N.A.

<PAGE>





                      [THIS PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

PROSPECTUS

                          PNC MORTGAGE ACCEPTANCE CORP.

                                    DEPOSITOR

                       MORTGAGE PASS-THROUGH CERTIFICATES

                              (ISSUABLE IN SERIES)

     Our name is PNC Mortgage Acceptance Corp. and we intend to offer commercial
mortgage pass-through certificates from time to time. These offers may be made
through one or more different methods, including offerings through underwriters.
See "Method of Distribution."

<TABLE>
<CAPTION>

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

THE OFFERED CERTIFICATES:                                     THE TRUST ASSETS:
<S>                                                           <C>
   The offered certificates will be issuable in                   The assets of each trust will include:
series. Each series of offered certificates will:
                                                             o    mortgage loans secured by first and junior
o    have its own series designation,                             liens on, or security interests in, various
                                                                  interests in commercial and multifamily real
o    consist of one or more classes with various                  properties,
     payment characteristics,

o    evidence beneficial ownership interests in a            o    mortgage-backed securities that directly or
     trust established by us, and                                 indirectly evidence interests in, or are directly
                                                                  or indirectly secured by, such types of mortgage
                                                                  loans,

o    be payable solely out of trust assets.                  o    direct obligations of the United States or
                                                                  other governmental agencies, or
         We do not currently intend to list the offered
certificates of any series on any national securities        o    some combination of such types of mortgage
exchange or the Nasdaq stock market.                              loans, mortgage-backed securities and government
                                                                  securities.

                                                                      Trust assets may also include letters of credit, surety bonds,
                                                             insurance policies, guarantees, reserve funds, guaranteed investment
                                                             contracts, interest rate or currency exchange agreements, interest rate
                                                             cap or floor agreements, or other similar instruments and agreements.

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</TABLE>




                                    EXHIBIT I

                     FORM OF CERTIFICATE OWNER CERTIFICATION

                                     [DATE]

LaSalle Bank National Association
135 South LaSalle Street, Ste. 1625
Chicago, Illinois 60603
Attention:   Asset-Backed Securities Trust Services Group -
             PNC Mortgage Acceptance Corp.,
             Commercial Mortgage Pass-Through Certificates, Series 2001-C1

     In  accordance  with  Section 5.9 of the Pooling and  Servicing  Agreement,
dated  as of  March  1,  2001  (the  "Agreement"),  by and  among  PNC  Mortgage
Acceptance Corp., as Depositor,  Midland Loan Services, Inc., as Master Servicer
and  Special  Servicer,  Wells  Fargo Bank  Minnesota,  N.A.,  as  Trustee  (the
"Trustee"), and LaSalle Bank National Association,  as Certificate Administrator
with  respect  to  the  PNC  Mortgage   Acceptance  Corp.   Commercial  Mortgage
Pass-Through Certificates, Series 2001-C1 (the "Certificates"),  the undersigned
hereby  certifies  and agrees  that the  undersigned  is a  beneficial  owner of
$____________   [Certificate  Balance]  [Notional  Amount]  of  the  Class  ____
Certificates.

     The undersigned shall indemnify the Trustee, the Certificate Administrator,
the Fiscal Agent and the Trust Fund for any loss,  liability or expense incurred
thereby if the foregoing certification is incorrect.

     Capitalized  terms used but not defined  herein  shall have the  respective
meanings assigned thereto in the Agreement.


                                      I-1



<PAGE>


     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



                               By: ______________________________________
                                   Title:


                                      I-2




<PAGE>


                                    EXHIBIT J

                            Notice and Certification

                      Regarding Defeasance of Mortgage Loan


To:  Standard & Poor's Ratings Services
     55 Water Street
     New York, New York 10041
     Attn:  Commercial Mortgage Surveillance

     Moody's Investors Service, Inc.
     99 Church Street
     New York, New York 10007
     Attention:  Commercial MBS Monitoring Department


     From:  Midland Loan Services, Inc., in its capacity as Master Servicer (the
     "Master  Servicer")  under the Pooling and Servicing  Agreement dated as of
     March 1, 2001 (the "Pooling and Servicing  Agreement"),  among PNC Mortgage
     Acceptance Corp., as depositor, the master servicer, Midland Loan Services,
     Inc., as special  servicer,  Wells Fargo Bank Minnesota,  N.A., as trustee,
     and LaSalle Bank National Association, as Certificate Administrator.


     210 West 10th Street
     6th Floor
     Kansas City, Missouri 64105

Date: ___________, 20___

Re:  PNC Mortgage Acceptance Corp.
     Commercial Mortgage Pass-Through Certificates
     Series 2001-C1

          Mortgage Loan identified by loan number _______ (the "Mortgage Loan")
     on the Mortgage Loan Schedule attached to the Pooling and Servicing
     Agreement and heretofore secured by the Mortgaged Properties identified on
     the Mortgage Loan Schedule by the following names:


     __________________________________________________________________________
     _________________________________________________________________________.


          Reference is made to the Pooling and Servicing Agreement described
     above. Capitalized terms used but not defined herein have the meanings
     assigned to such terms in the Pooling and Servicing Agreement. As Master
     Servicer under the Pooling and Servicing Agreement, we hereby:

     1.   notify you that the Borrower under the Mortgage Loan has consummated a
          defeasance of the Mortgage Loan as described in the statement checked
          below:

     _____ (1) a defeasance of the payments scheduled to be due in respect of
           the entire principal balance of the Mortgage Loan; or

                                      J-1



<PAGE>


     _____ (2) a defeasance of the portions of the payments  scheduled to be due
           in respect of a portion of the principal balance of the Mortgage Loan
           that represents ___% of the entire principal  balance of the Mortgage
           Loan; and such partial defeasance is permitted under the terms of the
           Mortgage Loan.


     2.   certify as to the following and any  additional explanatory  notes set
          forth on Exhibit A hereto:

          a.   The defeasance was consummated on __________________, 20__.

          b.   The defeasance collateral consists of United States government
               securities within the meaning of Treas. Reg. 1.860G-2(a)(8)(i)
               that are backed by the full-faith and credit of the United States
               and having the characteristics set forth on Exhibit B hereto.

          c.   the Master Servicer determined that the defeasance will not
               result in an Adverse REMIC Event.

          d.   The Master Servicer determined that the statement checked below
               is true:

               _____ (1) the related Mortgagor was a Single-Purpose Entity as
                     of the date of the defeasance.

               _____ (2) the related Mortgagor designated a Single-Purpose
                     Entity to own the defeasance collateral; or

               _____ (3) the Master Servicer designated a Single-Purpose  Entity
                     established  for the  benefit  of the Trust Fund to own the
                     defeasance collateral.

          e.   The Master Servicer reviewed a broker or similar confirmation of
               the credit (or an accountant's letter described below, which
               contained a statement that it reviewed a broker or similar
               confirmation of the credit) of the defeasance collateral to an
               account in the name of the entity referred to in item (d)(1),
               (d)(2) or (d)(3), as the case may be.

          f.   The Master Servicer received from the Borrower (A) an opinion of
               counsel generally to the effect that the Trustee will have a
               perfected, first priority security interest in the defeasance
               collateral described above and (B) written confirmation from a
               firm of independent accountants stating that payments made on
               such defeasance collateral in accordance with the terms thereof
               will be sufficient to pay the Mortgage Loan (or the portion
               thereof in connection with a partial defeasance) in full on or
               before its Maturity Date (or, in the case of the
               Hyper-Amortization Loan, on or before its Hyper-Amortization
               Date) and to timely pay each Monthly Payment to be due prior
               thereto but after the defeasance.

          g.   The  principal  balance of the  Mortgage  Loan as of the date of
                defeasance was $________________, which is less than the lesser
               of $5 million or 1% of the aggregate Certificate Balance of the
               Certificates as of the date of the most recent Certificate
               Administrator Report received by us.

     3.   further certify that set forth on Exhibit C hereto is a schedule of
          the material agreements and instruments executed and delivered in
          connection with the defeasance described above and that originals or
          copies of such agreements and instruments have been transmitted to the
          Custodian for placement in the related Mortgage File or, to the extent

                                      J-2


<PAGE>


          not required to be part of the related Mortgage File, are in the
          possession of the Master Servicer as part of the Master Servicer's
          Mortgage File.

     4.   further certify and confirm that the determinations and certifications
          described above were rendered in accordance with the Servicing
          Standard set forth in, and the other applicable terms and conditions
          of, the Pooling and Servicing Agreement; and

     5.   the individual under whose hand the Master Servicer has caused this
          Notice and Certification to be executed did constitute a Servicing
          Officer as of the date of the defeasance described above.


IN WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification
to be executed as of the date captioned above.



MIDLAND LOAN SERVICES, INC.


By:__________________________________________
Name:
Title:


                                      J-3


<PAGE>


                                    Exhibit A
                                Explanatory Notes


                                      J-4



<PAGE>

                                    Exhibit B
                  Characteristics of U.S. Government Securities


                         CUSIP RATE MAT PAY DATE ISSUED
                         _____ ____ ___ ___ ____ ______


                                      J-5


<PAGE>


                                    Exhibit C
        Schedule of the material agreements and instruments executed and
                   delivered in connection with the defeasance


                                      J-6



<PAGE>

                                   Schedule A
             "Strip Rates" for computing the "Class X-1 Strip Rate"
                         and the "Class X-2 Strip Rate"


Distribution Date    Applicable Strip Rate
04/12/2001             7.8921900%
05/12/2001             7.6433590
06/12/2001             7.8921400
07/12/2001             7.6433120
08/12/2001             7.8921020
09/12/2001             7.8920880
10/12/2001             7.6432450
11/12/2001             7.8920490
12/12/2001             7.6431960
01/12/2002             7.6432380
02/12/2002             7.6432180
03/12/2002             7.6433740
04/12/2002             7.8919290
05/12/2002             7.6430530
06/12/2002             7.8918900
07/12/2002             7.6430040
08/12/2002             7.8918500
09/12/2002             7.8918360
10/12/2002             7.6429330
11/12/2002             7.8917950
12/12/2002             7.6428810
01/12/2003             7.6429230
02/12/2003             7.6429020
03/12/2003             7.6431050
04/12/2003             7.8916710
05/12/2003             7.6427310
06/12/2003             7.8916260
07/12/2003             7.6426750
08/12/2003             7.8915800
09/12/2003             7.8915620
10/12/2003             7.6425930
11/12/2003             7.8915150
12/12/2003             7.6425330
01/12/2004             7.8914660
02/12/2004             7.6425460
03/12/2004             7.6425370
04/12/2004             7.8913840
05/12/2004             7.6423730
06/12/2004             7.8913320
07/12/2004             7.6423090
08/12/2004             7.8912790
09/12/2004             7.8912580
10/12/2004             7.6422140%
11/12/2004             7.8912030
12/12/2004             7.6421460
01/12/2005             7.6421810
02/12/2005             7.6421510
03/12/2005             7.6424410
04/12/2005             7.8910420
05/12/2005             7.6419530
06/12/2005             7.8909810
07/12/2005             7.6464740
08/12/2005             7.8956350
09/12/2005             7.8956070
10/12/2005             7.6466150
11/12/2005             7.8976610
12/12/2005             7.6465300
01/12/2006             7.6465580
02/12/2006             7.6465200
03/12/2006             7.6477330
04/12/2006             7.8977570
05/12/2006             7.6466040
06/12/2006             7.8976720
07/12/2006             7.6465120
08/12/2006             7.8975860
09/12/2006             7.8975480
10/12/2006             7.6427930
11/12/2006             7.8982460
12/12/2006             7.6395870
01/12/2007             7.6396140
02/12/2007             7.6395730
03/12/2007             7.6399760
04/12/2007             7.8947680
05/12/2007             7.6393330
06/12/2007             7.8946670
07/12/2007             7.6392330
08/12/2007             7.8945630
09/12/2007             7.8945160
10/12/2007             7.6395610
11/12/2007             7.8948990
12/12/2007             7.6394540
01/12/2008             7.8958450
02/12/2008             7.6404480
03/12/2008             7.6412340