<PAGE>

                                                                 EXECUTION COPY



                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
                                   Depositor,


                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                                Master Servicer,


                     GMAC COMMERCIAL MORTGAGE CORPORATION,
                               Special Servicer,


                       LASALLE BANK NATIONAL ASSOCIATION,
                                    Trustee


                                      and


                              ABN AMRO BANK N.V.,
                                  Fiscal Agent


                        POOLING AND SERVICING AGREEMENT


                            Dated as of July 1, 2001




                                  $754,944,060
                       Mortgage Pass-Through Certificates
                                 Series 2001-C2



<PAGE>






                         TABLE OF CONTENTS
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                                                                                                  PAGE
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ARTICLE I     DEFINITIONS.........................................................................4

  SECTION 1.01       Defined Terms................................................................4

  SECTION 1.02       Certain Calculations in Respect of the Mortgage Pool........................60

ARTICLE II    CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES....................61

  SECTION 2.01       Establishment of Trust; Conveyance of Mortgage Loans........................61

  SECTION 2.02       Acceptance by Trustee.......................................................64

  SECTION 2.03       Mortgage Loan Sellers' Repurchase of Mortgage Loans for Defects in
                     Mortgage Files and Breaches of Representations and Warranties...............66

  SECTION 2.04       Issuance of Class R-I Certificates; Creation of REMIC I Regular
                     Interests...................................................................69

  SECTION 2.05       Conveyance of REMIC I Regular Interests; Acceptance of REMIC II by
                     the Trustee.................................................................69

  SECTION 2.06       Issuance of Class R-II Certificates; Creation of REMIC II Regular
                     Interest....................................................................69

  SECTION 2.07       Conveyance of REMIC II Regular Interests; Acceptance of REMIC III by
                     Trustee.....................................................................70

  SECTION 2.08       Issuance of REMIC III Certificates..........................................70

ARTICLE III   ADMINISTRATION AND SERVICING OF THE TRUST FUND.....................................70

  SECTION 3.01       Servicing and Administration of the Mortgage Loans..........................70

  SECTION 3.02       Collection of Mortgage Loan Payments........................................72

  SECTION 3.03       Collection of Taxes, Assessments and Similar Items; Servicing
                     Accounts and Reserve Accounts...............................................72

  SECTION 3.04       Certificate Account, Distribution Account and Interest Reserve Account......74

  SECTION 3.05       Permitted Withdrawals From the Certificate Account, the Distribution
                     Account, the Interest Reserve Account and the Excess Liquidation
                     Proceeds Reserve Account....................................................77

  SECTION 3.06       Investment of Funds in the Certificate Account, the Distribution
                     Account, the Excess Liquidation Proceeds Reserve Account, the
                     Interest Reserve Account and the REO Account................................81

  SECTION 3.07       Maintenance of Insurance Policies; Errors and Omissions and Fidelity
                     Coverage....................................................................83

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                                  (continued)
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  SECTION 3.08       Enforcement of Due-On-Sale Clauses; Assumption Agreements;
                     Subordinate Financing; Defeasance...........................................86

  SECTION 3.09       Realization Upon Defaulted Mortgage Loans...................................90

  SECTION 3.10       Trustee to Cooperate; Release of Mortgage Files.............................93

  SECTION 3.11       Servicing Compensation; Nonrecoverable Servicing Advances...................94

  SECTION 3.12       Inspections; Collection of Financial Statements.............................97

  SECTION 3.13       Annual Statement as to Compliance...........................................98

  SECTION 3.14       Reports by Independent Public Accountants...................................99

  SECTION 3.15       Access to Certain Information...............................................99

  SECTION 3.16       Title to REO Property; REO Account.........................................100

  SECTION 3.17       Management of REO Property; Independent Contractors........................101

  SECTION 3.18       Sale of Defaulted Mortgage Loans and REO Properties........................104

  SECTION 3.19       Additional Obligations of the Master Servicer and the Special Servicer.....107

  SECTION 3.20       Modifications, Waivers, Amendments and Consents............................110

  SECTION 3.21       Transfer of Servicing Between Master Servicer and Special Servicer;
                     Record Keeping.............................................................113

  SECTION 3.22       Sub-Servicing Agreements...................................................114

  SECTION 3.23       Designation of Special Servicer by the Majority Certificateholder of
                     the Controlling Class......................................................116

  SECTION 3.24       Lock-Box Accounts and Servicing Accounts...................................117

  SECTION 3.25       Representations and Warranties of the Master Servicer and the Special
                     Servicer...................................................................117

ARTICLE IV    PAYMENTS TO CERTIFICATEHOLDERS AND RELATED MATTERS................................119

  SECTION 4.01       Distributions..............................................................119

  SECTION 4.02       Statements to Certificateholders; Certain Reports by the Master
                     Servicer and the Special Servicer..........................................130

  SECTION 4.03       Delinquency Advances.......................................................138

  SECTION 4.04       Allocation of Realized Losses and Additional Trust Fund Expenses...........140

ARTICLE V     THE CERTIFICATES..................................................................141

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                                         TABLE OF CONTENTS
                                            (continued)


  SECTION 5.01       The Certificates...........................................................141

  SECTION 5.02       Registration of Transfer and Exchange of Certificates......................142

  SECTION 5.03       Book-Entry Certificates....................................................147

  SECTION 5.04       Mutilated, Destroyed, Lost or Stolen Certificates..........................148

  SECTION 5.05       Persons Deemed Owners......................................................149

ARTICLE VI    THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER.......................149

  SECTION 6.01       Liability of the Depositor, the Master Servicer and the Special
                     Servicer...................................................................149

  SECTION 6.02       Merger, Consolidation or Conversion of the Depositor, the Master
                     Servicer and the Special Servicer; Assignment of Rights and
                     Delegation of Duties by the Master Servicer and the Special Servicer.......149

  SECTION 6.03       Limitation on Liability of the Depositor, the Master Servicer, the
                     Special Servicer and Others................................................150

  SECTION 6.04       Depositor, Master Servicer and Special Servicer Not to Resign..............151

  SECTION 6.05       Rights of the Depositor in Respect of the Master Servicer and the
                     Special Servicer...........................................................151

ARTICLE VII   DEFAULT...........................................................................152

  SECTION 7.01       Events of Default..........................................................152

  SECTION 7.02       Trustee to Act; Appointment of Successor...................................154

  SECTION 7.03       Notification to Certificateholders.........................................155

  SECTION 7.04       Waiver of Events of Default................................................156

ARTICLE VIII  CONCERNING THE TRUSTEE AND THE FISCAL AGENT.......................................156

  SECTION 8.01       Duties of the Trustee and the Fiscal Agent.................................156

  SECTION 8.02       Certain Matters Affecting the Trustee and the Fiscal Agent.................157

  SECTION 8.03       Trustee and Fiscal Agent not Liable for Validity or Sufficiency of
                     Certificates or Mortgage Loans.............................................159

  SECTION 8.04       Trustee and Fiscal Agent May Own Certificates..............................159

  SECTION 8.05       Fees and Expenses of Trustee; Indemnification of Trustee and Fiscal
                     Agent......................................................................159

  SECTION 8.06       Eligibility Requirements for Trustee and Fiscal Agent......................160
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  SECTION 8.07       Resignation and Removal of the Trustee and the Fiscal Agent................161

  SECTION 8.08       Successor Trustee and Fiscal Agent.........................................162

  SECTION 8.09       Merger or Consolidation of Trustee and Fiscal Agent........................162

  SECTION 8.10       Appointment of Co-Trustee or Separate Trustee..............................162

  SECTION 8.11       Appointment of Custodians..................................................163

  SECTION 8.12       Access to Certain Information..............................................164

  SECTION 8.13       Representations and Warranties of the Trustee and the Fiscal Agent.........165

  SECTION 8.14       Filings with the Securities and Exchange Commission........................167

  SECTION 8.15       Fiscal Agent Termination Event.............................................168

  SECTION 8.16       Procedure Upon Termination Event...........................................168

ARTICLE IX    TERMINATION.......................................................................169

  SECTION 9.01       Termination Upon Repurchase or Liquidation of All Mortgage Loans...........169

  SECTION 9.02       Additional Termination Requirements........................................171

ARTICLE X     ADDITIONAL REMIC PROVISIONS.......................................................171

  SECTION 10.01       REMIC Administration......................................................171

  SECTION 10.02       Depositor, Master Servicer, Special Servicer, Fiscal Agent, Trustee
                      to Cooperate..............................................................175

  SECTION 10.03       Grantor Trust Administration..............................................175

ARTICLE XI     MISCELLANEOUS PROVISIONS.........................................................177

  SECTION 11.01       Amendment.................................................................177

  SECTION 11.02       Recordation of Agreement; Counterparts....................................179

  SECTION 11.03       Limitation on Rights of Certificateholders................................179
  SECTION 11.04       GOVERNING LAW.............................................................180

  SECTION 11.05       Notices...................................................................180

  SECTION 11.06       Severability of Provisions................................................181

  SECTION 11.07       Grant of a Security Interest..............................................181

  SECTION 11.08       No Partnership............................................................181

  SECTION 11.09       Successors and Assigns; Beneficiaries.....................................182
</TABLE>

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                                         TABLE OF CONTENTS
                                            (continued)

<TABLE>
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  SECTION 11.10       Article and Section Headings...............................................182

  SECTION 11.11       Notices to the Rating Agencies.............................................182



EXHIBITS
   Exhibit A-1            Form of Class X-1 Certificate........................................A-1-1

   Exhibit A-2            Form of Class X-2 Certificate........................................A-2-1

   Exhibit A-3            Form of Class A-1 Certificate........................................A-3-1

   Exhibit A-4            Form of Class A-2 Certificate........................................A-4-1

   Exhibit A-5            Form of Class B Certificate..........................................A-5-1

   Exhibit A-6            Form of Class C Certificate..........................................A-6-1

   Exhibit A-7            Form of Class D Certificate..........................................A-7-1

   Exhibit A-8            Form of Class E Certificate..........................................A-8-1

   Exhibit A-9            Form of Class F Certificate..........................................A-9-1

   Exhibit A-10           Form of Class G Certificate.........................................A-10-1

   Exhibit A-11           Form of Class H Certificate.........................................A-11-1

   Exhibit A-12           Form of Class J Certificate.........................................A-12-1

   Exhibit A-13           Form of Class K Certificate.........................................A-13-1

   Exhibit A-14           Form of Class L Certificate.........................................A-14-1

   Exhibit A-15           Form of Class M Certificate.........................................A-15-1

   Exhibit A-16           Form of Class N Certificate.........................................A-16-1

   Exhibit A-17           Form of Class O Certificate.........................................A-17-1

   Exhibit A-18           Form of Class P Certificate.........................................A-18-1

   Exhibit A-19           Form of Class Q Certificate.........................................A-19-1

   Exhibit A-20           Form of Class R-I Certificate.......................................A-20-1

   Exhibit A-21           Form of Class R-II Certificate......................................A-21-1

   Exhibit A-22           Form of Class R-III Certificate.....................................A-22-1

   Exhibit B-1            Form of Transferor Certificate.......................................B-1-1

   Exhibit B-2            Form of Transferee Certificate.......................................B-2-1

   Exhibit C-1            Form of Transfer Affidavit and Agreement.............................C-1-1

   Exhibit C-2            Form of Transferor Certificate.......................................C-2-1
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                                            (continued)

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   Exhibit D              Form of Request for Release............................................D-1

   Exhibit E              Form of UCC-1 Financing Statement......................................E-1

   Exhibit F              Methodology to Normalize Net Operating Income
                             and Debt Service Coverage ..........................................F-1

   Exhibit G              Form of Distribution Date Statement....................................G-1

   Exhibit H              Form of Master Servicer Report.........................................H-1

   Exhibit I              Certain Reports........................................................I-1

   Exhibit J              Form of CMSA Periodic Loan File........................................J-1

   Exhibit K              Form of Investor Certification.........................................K-1

   Exhibit L              Additional Servicing Fee Schedule......................................L-1

   Exhibit M              CMSA Financial File....................................................M-1

   Exhibit N              CMSA Property File.....................................................N-1

   Exhibit O              Form of Notice and Certification regarding Defeasance of
                          Mortgage Loans.........................................................O-1

   Exhibit P              Servicer Watch List....................................................P-1



SCHEDULES

         Schedule I        Mortgage Loan Schedule...........................................Sch. I-1

         Schedule II       Closing Mortgage File Review Certification......................Sch. II-1

         Schedule III      Post-Closing Mortgage File Review Certification................Sch. III-1

         Schedule IV       Environmental Policy Mortgage Loans.............................Sch. IV-1

         Schedule V        Specified Debt Service Reserve Loans.............................Sch. V-1

         Schedule VI       Specified Letter of Credit Loans................................Sch. VI-1

         Schedule VII      Specified Earnout Reserve Loans................................Sch. VII-1

         Schedule VIII     Strip Calculation Schedule....................................Sch. VIII-1

         Schedule IX       Broker Strip Schedule...........................................Sch. IX-1

         Schedule X        Specified Trigger Event Loans....................................Sch. X-1
</TABLE>


                                     -vi-

<PAGE>


     This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of July 1, 2001, among GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
as Depositor, GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer, GMAC
COMMERCIAL MORTGAGE CORPORATION, as Special Servicer, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee and ABN AMRO BANK N.V., as Fiscal Agent.

                             PRELIMINARY STATEMENT:

     The Depositor intends to sell the Certificates, to be issued hereunder in
multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund to be created hereunder, the primary
assets of which will be the Mortgage Loans. The aggregate of the initial
Cut-off Date Principal Balances of the Mortgage Loans is approximately
$754,944,061.

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

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

<PAGE>


                             REMIC II              INITIAL UNCERTIFICATED
      DESIGNATION        REMITTANCE RATE             PRINCIPAL BALANCE
-------------------    --------------------    -------------------------------

LA-1...................    Variable (*)                     $143,613,000

LA-2-1.................    Variable (*)                      $95,335,000

LA-2-2.................    Variable (*)                     $342,358,000

LB.....................    Variable (*)                      $33,973,000

LC.....................    Variable (*)                      $11,324,000

LD.....................    Variable (*)                      $15,099,000

LE.....................    Variable (*)                       $9,437,000

LF.....................    Variable (*)                      $15,099,000

LG.....................    Variable (*)                      $10,380,000

LH.....................    Variable (*)                       $9,437,000

LJ.....................    Variable (*)                      $23,592,000

LK.....................    Variable (*)                       $5,662,000

LL.....................    Variable (*)                       $5,662,000

LM.....................    Variable (*)                      $11,324,000

LN.....................    Variable (*)                       $3,755,000

LO.....................    Variable (*)                       $3,775,000

LP.....................    Variable (*)                       $3,774,000

LQ.....................    Variable (*)                      $11,325,060

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

     As provided herein, the Trustee will elect to treat the segregated pool of
assets consisting of the REMIC II Regular Interests as a REMIC for federal
income tax purposes, and such segregated pool of assets will be designated as
"REMIC III". The Class R-III Certificates will represent the sole class of
"residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate and initial Class Principal Balance for each
of the Classes of REMIC III Regular Certificates. Determined solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each Class of

                                       2
<PAGE>

REMIC III Regular Certificates shall be the first Distribution Date that is at
least two years after the end of the remaining amortization schedule of the
Mortgage Loan that has, as of the Closing Date, the longest remaining
amortization schedule, irrespective of its scheduled maturity.


                                CERTIFICATE               INITIAL CLASS
      DESIGNATION            PASS-THROUGH RATE          PRINCIPAL BALANCE
-------------------    -------------------------   ----------------------------

Class X-1                          N/A(1)                               N/A(2)

Class X-2                          N/A(1)                               N/A(3)

Class A-1                          6.250%                         $143,613,000

Class A-2                          6.700%                         $437,693,000

Class B                            6.790%                          $33,973,000

Class C                            6.870%                          $11,324,000

Class D                            6.960%                          $15,099,000

Class E                          7.050%(4)                          $9,437,000

Class F                            6.550%                          $15,099,000

Class G                            6.830%                          $10,380,000

Class H                          7.699%(5)                          $9,437,000

Class J                            6.500%                          $23,592,000

Class K                            6.500%                           $5,662,000

Class L                            6.500%                           $5,662,000

Class M                            6.500%                          $11,324,000

Class N                            6.500%                           $3,775,000

Class O                            6.500%                           $3,775,000

Class P                            6.500%                           $3,774,000

Class Q                            6.500%                          $11,325,060


(1)  The Pass-Through Rate for each of the Class X-1 and Class X-2 Certificates
     as described herein.

                                       3
<PAGE>


(2)  The Class X-1 Certificates will have an original Notional Amount of
     $754,944,060. The Class X-1 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     certificate principal.

(3)  The Class X-2 Certificates will have an original Notional Amount of
     $437,670,000. The Class X-2 Certificates will not have a Certificate
     Principal Balance and will not be entitled to any distribution of
     certificate principal.

(4)  Initial Pass-Through Rate. The Pass-Through Rate will be the lesser of the
     indicated Fixed Rate or the Weighted Average Net Mortgage Rate.

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

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

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

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

                                   ARTICLE I

                                   DEFINITIONS

     SECTION 1.01 DEFINED TERMS.

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

     "Accrued Certificate Interest": With respect to any Class of REMIC III
Regular Certificates (other than the Class X Certificates) for any Distribution
Date, one month's interest (calculated on the basis of a 360-day year
consisting of twelve 30-day months) at the Pass-Through Rate applicable to such
Class of Certificates for such Distribution Date, accrued on the Class
Principal Balance of such Class of Certificates outstanding immediately prior
to such Distribution Date. With respect to the Class X-1 and Class X-2
Certificates for any Distribution Date, one month's interest (calculated on the
basis of a 360-day year consisting of twelve 30-day months) at the Class X-1
Pass-Through Rate or the Class X-2 Pass Through Rate, as applicable, for such
Distribution Date, accrued on the Class X-1 Notional Amount or the Class X-2
Notional Amount, as applicable, outstanding immediately prior to such
Distribution Date.

     "Acquisition Date": With respect to any REO Property, the first day on
which such REO Property is considered to be acquired by the Trust Fund within
the meaning of

                                       4

<PAGE>

Treasury Regulation Section 1.856-6(b)(1), which is the first day on which the
Trust Fund is treated as the owner of such REO Property for federal income tax
purposes.

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

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

     "Additional Servicing Fee Schedule": Exhibit L hereto.

     "Additional Servicing Fee Mortgage Loans": The Mortgage Loans secured by
and any successor REO Mortgage Loans relating to those Mortgaged Properties
identified on the Additional Servicing Fee Schedule.

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

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

     "Advance": Any Delinquency Advance or Servicing Advance.

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

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

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

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

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

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

                                       5
<PAGE>

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

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

     "Appraisal Reduction Amount": With respect to any Required Appraisal Loan,
an amount (as calculated on the Determination Date immediately succeeding the
date on which the most recent relevant Appraisal was obtained by the Master
Servicer or the Special Servicer, as the case may be, pursuant to this
Agreement) equal to the excess, if any, of (a) the sum of (i) the Stated
Principal Balance of such Required Appraisal Loan, (ii) to the extent not
previously advanced by or on behalf of the Master Servicer, the Trustee or the
Fiscal Agent, all accrued and unpaid interest on such Required Appraisal Loan
through the most recent Due Date prior to such Determination Date at a per
annum rate equal to the related Mortgage Rate, (iii) all related unreimbursed
Advances made by or on behalf of the Master Servicer, the Special Servicer, the
Trustee or the Fiscal Agent in respect of such Required Appraisal Loan,
together with all unpaid Advance Interest accrued on such Advances, and (iv)
all currently due but unpaid real estate taxes and assessments, insurance
premiums and, if applicable, ground rents in respect of the related Mortgaged
Property or REO Property, net of any Escrow Payments, letters of credit or
other reserves held by the Master Servicer or the Special Servicer with respect
to any such item, over (b) 90% of an amount equal to (i) the Appraised Value of
the related Mortgaged Property or REO Property, as applicable, as determined by
such Appraisal referred to in the parenthetical above, net of (ii) the amount
of any liens on such property (not accounted for in clause (a)(iv) of this
definition or taken into account in determining such Appraised Value) that are
prior to the lien of the Required Appraisal Loan. Notwithstanding the
foregoing, if an Appraisal is not obtained within 120 days following the
earliest of the dates described in Section 3.19(d) (which, in the case of
Section 3.19(d)(ii), shall be the date of the occurrence of an uncured
delinquency in Monthly Payments), then until such Appraisal is obtained the
Appraisal Reduction Amount will equal 25% of the Stated Principal Balance of
the related Required Appraisal Loan; provided that, upon receipt of an
Appraisal, however, the Appraisal Reduction Amount for such Required Appraisal
Loan will be recalculated in accordance with this definition without regard to
this sentence.



                                       6
<PAGE>

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

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

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

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

     "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to (a) the sum of (i) the aggregate amount relating to the Trust
Fund on deposit in the Certificate Account and the Distribution Account as of
the close of business on the related Determination Date, (ii) the aggregate
amount of any Delinquency Advances made by the Master Servicer, Trustee or
Fiscal Agent for such Distribution Date pursuant to Section 4.03, (iii) the
aggregate of any Compensating Interest Payments made by the Master Servicer for
such Distribution Date pursuant to Section 3.19, (iv) in the case of the Final
Distribution Date, the aggregate of any Liquidation Proceeds paid by the Master
Servicer or the Depositor in connection with a purchase of all the Mortgage
Loans and any REO Properties pursuant to Section 9.01, and (v) with respect to
the Distribution Date occurring in March of each calendar year, the Withheld
Amounts with respect to the Interest Reserve Loans deposited in the Interest
Reserve Account by the Trustee in January and/or February of such calendar year
in accordance with Section 3.04(d), net of (b) the aggregate portion of the
amount described in clause (a) hereof that represents one or more of the
following: (i) Monthly Payments paid by the Mortgagors that are due on a Due
Date following the end of the related Collection Period, (ii) any amounts


                                       7
<PAGE>

payable or reimbursable to any Person from the Certificate Account pursuant to
clauses (ii) - (xvii), inclusive, of Section 3.05(a), (iii) any amounts payable
or reimbursable to any Person from the Distribution Account pursuant to clauses
(ii) - (vii), inclusive, of Section 3.05(b), (iv) Prepayment Premiums and
Excess Interest, (v) any amounts deposited in the Certificate Account or the
Distribution Account, as the case may be, in error, and (vi) with respect to
the Distribution Date occurring in (A) January of each calendar year that is
not a leap year and (B) February of each calendar year, the Withheld Amounts
with respect to the Interest Reserve Loans deposited in the Interest Reserve
Account by the Trustee with respect to such Distribution Date in accordance
with Section 3.04(d). Notwithstanding the investment of funds held in the
Certificate Account or the Distribution Account pursuant to Section 3.06, for
purposes of calculating the Available Distribution Amount, the amounts so
invested shall be deemed to remain on deposit in such account.

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

     "Balloon Payment": With respect to any Balloon Mortgage Loan as of any
date of determination, the Monthly Payment payable on the Maturity Date of such
Mortgage Loan.

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

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

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

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

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



                                       8
<PAGE>

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

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

     "Broker Strip Amount": With respect to each Broker Strip Loan, the portion
of the Servicing Fee equal to, with respect to the Mortgage Loans identified on
the Broker Strip Schedule, the rate per annum identified on the Broker Strip
Schedule, of the Stated Principal Balance of the related Mortgage Loan,
calculated for the same number of days and on the same basis as the Servicing
Fee Rate. The Mortgage Rate set forth for each Broker Strip Loan on the
Mortgage Loan Schedule is net of such Broker Strip Amount.

     "Broker Strip Schedule": Schedule IX hereto.

     "Broker Strip Loans": The Mortgage Loans identified on the Broker Strip
Schedule.

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

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

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

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



                                       9
<PAGE>

     "Certificate": Any one of the Depositor's Mortgage Pass-Through
Certificates, Series 2001-C2, as executed by the Trustee and authenticated and
delivered hereunder by the Certificate Registrar.

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

     "Certificate Factor": With respect to any Class of REMIC III Regular
Certificates, as of any date of determination, a fraction, expressed as a
decimal carried to eight places, the numerator of which is the then related
Class Principal Balance or the Class Notional Amount, as the case may be, and
the denominator of which is the related Initial Class Principal Balance or the
Initial Class Notional Amount, as the case may be.

     "Certificate Notional Amount": With respect to any Class X-1 or Class X-2
Certificate, as of any date of determination, the then notional principal
amount on which such Certificate accrues interest equal to the product of (a)
the Percentage Interest evidenced by such Certificate, multiplied by (b) the
then Class Notional Amount of the Class X-1 or Class X-2 Certificates, as
applicable.

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

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

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

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



                                      10
<PAGE>

such rights through the Depository and the Depository Participants, except as
otherwise specified herein; provided, however, that the parties hereto shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register as of the
related Record Date.

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

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

     "Class A-1 Certificate": Any one of the Certificates with a "Class A-1"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

     "Class A-2 Certificate": Any one of the Certificates with a "Class A-2"
designation on the face thereof, substantially in the form of Exhibit A-4
attached hereto, and evidencing a "regular interest" in REMIC III for purposes
of the REMIC Provisions.

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

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

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

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

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

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

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



                                      11
<PAGE>

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

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

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

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

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

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

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

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

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

     "Class LA-2-1 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-1 Component Rate and the Uncertificated
Principal Balance of REMIC II Regular Interest LA-2-1 outstanding from time to
time.

     "Class LA-2-2 Component": A non-certificated beneficial ownership interest
in REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest, subject to the terms and conditions hereof, in an
amount based upon the Class LA-2-2



                                      12
<PAGE>

Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LA-2-2 outstanding from time to time.

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

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

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

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

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

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

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

     "Class LJ Component": A non-certificated beneficial ownership interest in
REMIC III, designated as a "regular interest" therein and entitled to
distributions of interest,



                                      13
<PAGE>

subject to the terms and conditions hereof, in an amount based upon the Class
LJ Component Rate and the Uncertificated Principal Balance of REMIC II Regular
Interest LJ outstanding from time to time.

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

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

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

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

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

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

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



                                      14
<PAGE>

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

     "Class LA-2-1 Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class A-2 Pass-Through Rate.

     "Class LA-2-2 Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LA-2-2 Component Class X-1 Strip
Rate for such Distribution Date and the Class LA-2-2 Component Class X-2 Strip
Rate for such Distribution Date.

     "Class LA-2-2 Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class
LA-2-2 Component Class X-2 Strip Rate and the Class A-2 Pass-Through Rate for
such Distribution Date.

     "Class LA-2-2 Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class A-2 Pass-Through Rate for such Distribution Date.

     "Class LB Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LB Component Class X-1 Strip Rate
for such Distribution Date and the Class LB Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LB Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LB
Component Class X-2 Strip Rate and the Class B Pass-Through Rate for such
Distribution Date.

     "Class LB Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class B Pass-Through Rate for such Distribution Date.

     "Class LC Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LC Component Class X-1 Strip Rate
for such Distribution Date and the Class LC Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LC Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LC
Component Class X-2 Strip Rate and the Class C Pass-Through Rate for such
Distribution Date.



                                      15
<PAGE>

     "Class LC Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class C Pass-Through Rate for such Distribution Date.

     "Class LD Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LD Component Class X-1 Strip Rate
for such Distribution Date and the Class LD Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LD Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LD
Component Class X-2 Strip Rate and the Class D Pass-Through Rate for such
Distribution Date.

     "Class LD Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class D Pass-Through Rate for such Distribution Date.

     "Class LE Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LE Component Class X-1 Strip Rate
for such Distribution Date and the Class LE Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LE Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LE
Component Class X-2 Strip Rate and the Class E Pass-Through Rate for such
Distribution Date.

     "Class LE Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class E Pass-Through Rate for such Distribution Date.

     "Class LF Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LF Component Class X-1 Strip Rate
for such Distribution Date and the Class LF Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LF Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LF
Component Class X-2 Strip Rate and the Class F Pass-Through Rate for such
Distribution Date.

     "Class LF Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such



                                      16
<PAGE>

Distribution Date as set forth in Schedule VIII hereto or (y) the Weighted
Average Net Mortgage Rate for such Distribution Date exceeds (ii) the Class F
Pass-Through Rate for such Distribution Date.

     "Class LG Component Rate": With respect to any Distribution Date, the
amount, if any, equal to the sum of the Class LG Component Class X-1 Strip Rate
for such Distribution Date and the Class LG Component Class X-2 Strip Rate for
such Distribution Date.

     "Class LG Component Class X-1 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the Weighted Average Net
Mortgage Rate for such Distribution Date exceeds (ii) the sum of the Class LG
Component Class X-2 Strip Rate and the Class G Pass-Through Rate for such
Distribution Date.

     "Class LG Component Class X-2 Strip Rate": With respect to any
Distribution Date, the amount, if any, by which (i) the lesser of (x) the rate
per annum corresponding to such Distribution Date as set forth in Schedule VIII
hereto or (y) the Weighted Average Net Mortgage Rate for such Distribution Date
exceeds (ii) the Class G Pass-Through Rate for such Distribution Date.

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

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

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

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

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

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

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



                                      17
<PAGE>

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

     "Class LQ Component Rate": With respect to any Distribution Date, the
amount, if any, by which the Weighted Average Net Mortgage Rate for such
Distribution Date exceeds the Class Q Pass-Through Rate for such Distribution
Date.

     "Class Notional Amount": The Class X-1 Notional Amount or the Class X-2
Notional Amount, as applicable.

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

     "Class R-I Certificate": Any one of the Certificates with a "Class R-I"
designation on the face thereof, substantially in the form of Exhibit A-20
attached hereto, and evidencing the sole class of "residual interests" in REMIC
I for purposes of the REMIC Provisions.

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

     "Class R-II Certificate": Any one of the Certificates with a "Class R-II"
designation on the face thereof, substantially in the form of Exhibit A-21
attached hereto, and evidencing the sole class of "residual interests" in REMIC
II for purposes of the REMIC Provisions.

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

     "Class R-III Certificate": Any one of the Certificates with a "Class
R-III" designation on the face thereof, substantially in the form of Exhibit
A-22 attached hereto, and evidencing the sole class of "residual interests" in
REMIC III for purposes of the REMIC Provisions.

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

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



                                      18
<PAGE>

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

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

     "Class X Component": Any of the eighteen (18) components constituting
"regular interests" in REMIC III for purposes of the REMIC Provisions. Such
components are identified as Class LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF,
LG, LH, LJ, LK, LL, LM, LN, LO, LP and LQ Components.

     "Class X-1 Component": As to the Class X-1 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

     "Class X-2 Component": As to the Class X-2 Certificates, any one of the
Class X Components applicable to such Class set forth under the definition of
"REMIC II Regular Interests".

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

     "Class X-2 Notional Amount": The aggregate notional principal amount on
which the Class X-2 Certificates accrue interest from time to time which, as of
any date of determination on or before the July 2008 Distribution Date, is
equal to the then aggregate Uncertificated Principal Balances of REMIC Regular
Interests LA-2-2, LB, LC, LD, LE, LF and LG, and as of any date of
determination after the July 2008 Distribution Date, is equal to zero.

     "Class X-1 Pass-Through Rate": With respect to the Class X-1 Certificates,

     (1) for the initial Distribution Date, 0.528% per annum;

     (2) for any Distribution Date thereafter, through and including the July
2008 Distribution Date, (a) the per annum rate, expressed as a percentage,
obtained by dividing (i) the sum of (x) the products of (I) the Uncertificated
Principal Balance of each REMIC Regular II Interest LA-1, LA-2-1, LH, LJ, LK,
LL, LM, LN, LO, LP and LQ immediately prior to such Distribution Date and (II)
the related Component Rate for such Distribution Date and (y) the products of
(A) the Uncertificated Principal Balance of each REMIC Regular II Interest
LA-2-2, LB, LC, LD, LE, LF and LG immediately prior to such Distribution Date
and (B) the related Component Class X-1 Strip Rate by (ii) the Class X-1
Notional Amount; and



                                      19
<PAGE>

     (3) for any Distribution Date subsequent to the July 2008 Distribution
Date, the per annum rate, expressed as a percentage, obtained by dividing (i)
the sum of the products of (x) the Uncertificated Principal Balance of each
Class of REMIC Regular II Interest immediately prior to such Distribution Date
and (y) the related Component Rate for such Distribution Date by (ii) the Class
X-1 Notional Amount;

     "Class X-2 Pass-Through Rate": With respect to the Class X-2 Certificates,

     (1) for the initial Distribution Date, 0.944% per annum;

     (2) for any Distribution Date thereafter, through and including the July
2008 Distribution Date, the per annum rate, expressed as a percentage, obtained
by dividing (i) the sum of the products of (x) the Uncertificated Principal
Balance of each REMIC Regular II Interest LA-2-2, LB, LC, LD, LE, LF and LG
immediately prior to such Distribution Date and (y) the related Component Class
X-2 Strip Rate for such Distribution Date by (ii) the Class X-2 Notional
Amount; and

     (3) for any Distribution Date subsequent to the July 2008 Distribution
Date, 0.00% per annum.

     "Closing Date": July 12, 2001.

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

     "CMSA NOI Adjustment Worksheet": As defined in Section 4.02(b)(2).

     "CMSA Operating Statement Report": As defined in Section 4.02(b)(1).

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

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

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

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



                                      20
<PAGE>

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

     "Commission": The Securities and Exchange Commission.

     "Comparative Financial Status Report": As defined in Section 4.02(b).

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

     "Component Class X-1 Strip Rate": As to each of the Class LA-2-2, LB, LC,
LD, LE, LF and LG Components, the Class LA-2-2 Component Class X-1 Strip Rate,
the Class LB Component Class X-1 Strip Rate, the Class LC Component Class X-1
Strip Rate, the Class LD Component Class X-1 Strip Rate, the Class LE Component
Class X-1 Strip Rate, the Class LF Component Class X-1 Strip Rate or the Class
LG Component Class X-1 Strip Rate, as applicable.

     "Component Class X-2 Strip Rate": As to each of the Class LA-2-2, LB, LC,
LD, LE, LF and LG Components, the Class LA-2-2 Component Class X-2 Strip Rate,
the Class LB Component Class X-2 Strip Rate, the Class LC Component Class X-2
Strip Rate, the Class LD Component Class X-2 Strip Rate, the Class LE Component
Class X-2 Strip Rate, the Class LF Component Class X-2 Strip Rate or the Class
LG Component Class X-2 Strip Rate, as applicable.

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

     "Controlling Class": As of any date of determination, the outstanding
Class of Principal Balance Certificates with the lowest Payment Priority (the
Class A Certificates being treated as a single Class for this purpose) that has
a then outstanding Class Principal Balance at least equal to 25% of the Initial
Class Principal Balance thereof (or, if no Class of Principal Balance
Certificates outstanding has a Class Principal Balance at least equal to 25% of
the Initial Class Principal Balance thereof, then the "Controlling Class" shall
be the outstanding Class of Principal Balance Certificates with the lowest
Payment Priority). Initially, the Controlling Class will consist of the Class Q
Certificates.

     "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60603, Attention: Asset Backed Securities Trust
Services Group - GMAC Commercial Mortgage Securities, Inc. Series 2001-C2.

     "Corrected Mortgage Loan": Any Mortgage Loan (and each related
Cross-Collateralized Mortgage Loan) that had been a Specially Serviced Mortgage
Loan but has ceased to be such in accordance with the definition of "Specially
Serviced Mortgage Loan" (other than



                                      21
<PAGE>

by reason of a Liquidation Event occurring in respect of such Mortgage Loan or
a related Mortgaged Property becoming an REO Property).

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

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

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

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

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

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

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

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

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

     (d) that portion of all Liquidation Proceeds (exclusive of any Excess
Liquidation Proceeds) and Insurance Proceeds received on or in respect of the
Mortgage Loans during the related Collection Period that were identified and
applied by the Master Servicer as recoveries of principal thereof, in each case
net of any portion of such amounts that represents a recovery of the principal
portion of any Monthly Payment (other than a Balloon Payment) due, or of the
principal portion of any Assumed Monthly Payment deemed due, in respect of any
such



                                      22
<PAGE>

Mortgage Loan on a Due Date during or prior to the same calendar month as such
Distribution Date and not previously recovered; and

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

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

     "Cut-off Date": With respect to any Mortgage Loan, the Due Date for such
Mortgage Loan in July 2001.

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

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

     "Default Interest": With respect to any Mortgage Loan (or related REO
Loan), any amounts collected thereon, other than interest at the Revised Rate
accrued on any ARD Loan after its Anticipated Repayment Date, late payment
charges and Prepayment Premiums, that represent penalty interest in excess of
interest on the principal balance of such Mortgage Loan (or REO Loan) accrued
at the related Mortgage Rate.

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

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

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




                                      23
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

     "Designated Sub-Servicer": Any Sub-Servicer set forth on the Additional
Servicing Fee Schedule and any successor thereto under the related Designated
Sub-Servicer Agreement.



                                      24
<PAGE>


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

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

     "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not (within the meaning
of Treasury Regulations Section 1.512(b)-1(c)(5)) customarily provided to
tenants in connection with the rental of space for occupancy, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers in the ordinary course of a trade or business, the
performance of any construction work thereon or any use of such REO Property in
a trade or business conducted by REMIC I, in each case other than through an
Independent Contractor; provided, however, that the Trustee (or the Special
Servicer on behalf of the Trustee) shall not be considered to Directly Operate
an REO Property solely because the Trustee (or the Special Servicer on behalf
of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
(of the type that would be deductible under Code Section 162) or capital
expenditures with respect to such REO Property.

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

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

     "Distributable Certificate Interest": With respect to any Class of REMIC
III Regular Certificates, for any Distribution Date, the Accrued Certificate
Interest in respect of such Class of Certificates for such Distribution Date,
reduced (to not less than zero) by that portion, if any, of the Net Aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date



                                      25
<PAGE>

allocated to such Class of Certificates as set forth below. The Net Aggregate
Prepayment Interest Shortfall, if any, for each Distribution Date shall be
allocated on such Distribution Date among the REMIC III Regular Certificates,
pro rata, in accordance with the respective amounts of Accrued Certificate
Interest for such Classes of Certificates for such Distribution Date.

     "Distribution Account": The segregated account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) in trust for the
Certificateholders, which shall be entitled "LaSalle Bank National Association,
as Trustee, in trust for the registered holders of GMAC Commercial Mortgage
Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-C2." Any such
account or accounts shall be an Eligible Account.

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

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

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

     "Eligible Account": An account that is any of the following: (i)
maintained with a depository institution or trust company whose (A) commercial
paper, short-term unsecured debt obligations or other short-term deposits are
rated at least (x) A-1 by Standard & Poor's and (y) F-1+ (or its equivalent) by
Fitch, if the deposits are to be held in the account for 30 days or less, or
(B) long-term unsecured debt obligations are rated at least (x) AA- by Standard
& Poor's and (y) AA- (or its equivalent) by Fitch, if the deposits are to be
held in the account more than 30 days, or (ii) a segregated trust account or
accounts maintained in the trust department of the Trustee or other financial
institution subject to regulations regarding fiduciary funds on deposit similar
to Title 12 of the Code of Federal Regulations Section 9.10(b), or (iii) an
account or accounts of a depository institution acceptable to each Rating
Agency, as evidenced by written confirmation from such Rating Agency to the
effect that use of any such account as the Certificate Account or the
Distribution Account would not result in the downgrade, qualification or
withdrawal of the rating then assigned to any Class of Certificates by such
Rating Agency.

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

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



                                      26
<PAGE>

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

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

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

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

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

     "Excess Liquidation Proceeds": With respect to any Mortgage Loan, the
excess of (i) Liquidation Proceeds of that Mortgage Loan or related REO
Property net of any related Liquidation Expenses, over (ii) the amount that
would have been received if a Principal Payment in full had been made with
respect to such Mortgage Loan on the Due Date immediately following the date on
which such proceeds were received.

     "Excess Liquidation Proceeds Reserve Account": The segregated account
created and maintained by the Trustee pursuant to Section 3.04(c) in trust for
the Certificateholders, which shall be entitled "LaSalle Bank National
Association, as Trustee, in trust for the registered holders of GMAC Commercial
Mortgage Securities, Inc., Mortgage Pass-Through Certificates, Series 2001-C2
-- Excess Liquidation Proceeds Reserve Account." Any such account shall be an
Eligible Account.

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

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

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

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

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

     "Final Recovery Determination": A determination by the Special Servicer
with respect to any defaulted Mortgage Loan or REO Property (other than a
Mortgage Loan or REO Property, as the case may be, that was purchased by a
Mortgage Loan Seller pursuant to Section


                                      27
<PAGE>

6 of the related Mortgage Loan Purchase Agreement or by GMACCM pursuant to
Section 4 of the related Supplemental Agreement, as applicable, by the Majority
Certificateholder of a Controlling Class pursuant to Section 3.18(b) or by the
Master Servicer or the Special Servicer pursuant to Section 3.18(c) or by the
Master Servicer or the Depositor pursuant to Section 9.01) that, in the
reasonable and good faith judgment of the Special Servicer, there has been a
recovery of all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries that, in the Special Servicer's judgment, exercised without regard
to any obligation of the Master Servicer or the Special Servicer to make
payments from its own funds pursuant to Section 3.07(b), will ultimately be
recoverable.

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

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

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

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

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

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

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

     "Grantor Trust Assets": Any Excess Interest.

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

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



                                      28
<PAGE>

subject to any applicable periodic and lifetime limitations on adjustments
thereto, the related Mortgage Rate.

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

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

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

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

     "Historical Loan Modification Report": A report or reports setting forth,
among other things, those Mortgage Loans which, as of the close of business on
the immediately preceding Determination Date, have been modified pursuant to
this Agreement (i) during the Collection Period ending on such Determination
Date and (ii) since the Cut-off Date, showing the original and the revised
terms thereof, together with such additional information in respect of each
such Mortgage Loan as is contemplated by Exhibit H hereto.

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

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



                                      29
<PAGE>

merely because such Person is the beneficial owner of 1% or less of any class
of securities issued by the Depositor, the Master Servicer or any Affiliate
thereof, as the case may be.

     "Independent Contractor": Any Person that would be an "independent
contractor" with respect to REMIC I within the meaning of Section 856(d)(3) of
the Code if REMIC I were a real estate investment trust (except that the
ownership test set forth in that section shall be considered to be met by any
Person that owns, directly or indirectly, 35 percent or more of any Class of
Certificates, or such other interest in any Class of Certificates as is set
forth in an Opinion of Counsel, which shall be at no expense to the Trustee or
the Trust Fund, delivered to the Trustee), so long as REMIC I does not receive
or derive any income from such Person and provided that the relationship
between such Person and REMIC I is at arm's length, all within the meaning of
Treasury Regulation Section 1.856-4(b)(5), or any other Person upon receipt by
the Trustee of an Opinion of Counsel, which shall be at no expense to the
Trustee or the Trust Fund, to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code), or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

     "Index": With respect to each Adjustable Rate Mortgage Loan (and any
successor REO Loan), for each Interest Rate Adjustment Date, the base index
used to determine the new Mortgage Rate in effect thereon as specified in the
related Mortgage Note. If the Index currently in effect for any Adjustable Rate
Mortgage Loan (or successor REO Loan) ceases to be available, the Master
Servicer shall, subject to Section 3.19(a) and the terms of the related
Mortgage Note, select a comparable alternative index.

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

     "Initial Class X-1 Notional Amount": With respect to the Class X-1
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
equal to $754,944,060.

     "Initial Class X-2 Notional Amount": With respect to the Class X-2
Certificates, the initial Class Notional Amount thereof as of the Closing Date,
equal to $437,670,000.

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

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



                                      30
<PAGE>

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

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

     "Interest Reserve Account": The segregated account created and maintained
by the Trustee pursuant to Section 3.04(d) in trust for the Certificateholders,
which shall be entitled "LaSalle Bank National Association, as Trustee, in
trust for the registered holders of GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2001-C2 -- Interest Reserve
Account." Any such account shall be an Eligible Account.

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

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

     "Investment Account": Each of the Certificate Account, the Distribution
Account, any Lock-Box Account, any Cash Collateral Account, the Interest
Reserve Account or any REO Account.

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

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

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



                                      31
<PAGE>

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

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

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

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

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



                                      32
<PAGE>

     "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, and the
denominator of which is the Appraised Value of the related Mortgaged Property
as determined by an Appraisal thereof.

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

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

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

     "MAI": Member of Appraisal Institute.

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

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

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



                                      33
<PAGE>

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

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

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

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

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

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

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

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

     "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and/or interest on such Mortgage Loan, including
any Balloon Payment, which is payable by a Mortgagor from time to time under
the terms of the related Mortgage Note (as such may be modified at any time
following the Closing Date) and applicable law, without regard to the accrual
of Excess Interest on or the application of any excess cash flow to pay
principal on any ARD Loan.



                                      34
<PAGE>

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

     "Mortgage File": With respect to any Mortgage Loan, subject to Section
2.01(b), collectively the following documents:

     (1) the original Mortgage Note, endorsed by the most recent endorsee prior
to the Trustee or, if none, by the originator, without recourse, in blank or to
the order of the Trustee in the following form: "Pay to the order of LaSalle
Bank National Association, as trustee for the registered holders of GMAC
Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2001-C2, without recourse";

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

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

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

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

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

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

     (8) originals or copies of all assumption, modification, written assurance
and substitution agreements, with evidence of recording thereon, where
appropriate, in those



                                      35
<PAGE>

instances where the terms or provisions of the Mortgage, Mortgage Note or any
related security document have been modified or the Mortgage Loan has been
assumed;

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

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

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

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

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

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

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

     (16) the original or a copy of any intercreditor agreement with respect to
the Mortgage Loan;

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

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



                                      36
<PAGE>

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

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

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

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

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

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

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

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

          (iv) the original principal balance;

          (v) the Cut-off Date Principal Balance;

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

          (vii) the Due Date;

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

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



                                      37
<PAGE>

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

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

          (xii) the Servicing Fee Rate; and

          (xiii) whether such Mortgage Loan (A) is covered by an Environmental
     Policy, (B) is a Cross-Collateralized Mortgage Loan, (C) is subject to a
     Ground Lease and (D) has a letter of credit as part of the related
     Mortgage File.

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

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

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

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

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

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

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



                                      38
<PAGE>

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

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

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

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

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

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



                                      39
<PAGE>

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

     "Nonrecoverable Servicing Advance": Any Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property which, in
the judgment of the Master Servicer, the Special Servicer or, if applicable,
the Trustee, will not be ultimately recoverable (together with Advance Interest
thereon) from late payments, Insurance Proceeds, Liquidation Proceeds, or any
other recovery on or in respect of such Mortgage Loan or REO Property which
shall be evidenced by an Officers' Certificate as provided by Section 3.11(h).

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

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

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

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

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

     "Pass-Through Rate": With respect to:

     (1) the Class X-1 Certificates, the Class X-1 Pass-Through Rate;

     (2) the Class X-2 Certificates, the Class X-2 Pass-Through Rate;

     (3) the Class A-1, Class A-2, Class B, Class C, Class D, Class F, Class G,
Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q
Certificates, for any Distribution Date, the fixed rate per annum specified for
such Class in the Preliminary Statement;

     (4) the Class E Certificates, for any Distribution Date, the lesser of the
fixed rate per annum specified as such in the Preliminary Statement and the
Weighted Average Net Mortgage Rate; and



                                      40
<PAGE>

     (5) the Class H Certificates, for any Distribution Date, the Weighted
Average Net Mortgage Rate.

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

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

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

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

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

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

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

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



                                      41
<PAGE>

confirmed in writing that such investment would not, in and of itself, result
in a downgrade, qualification or withdrawal of the then current rating assigned
to any Class of Certificates by such Rating Agency);

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

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

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

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

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

     (9) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and which would not result in the
downgrade, qualification



                                      42
<PAGE>

or withdrawal of the then-current rating assigned to any Class of Certificates
by the Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment (A)
unless it has a predetermined fixed dollar amount of principal due at maturity
that cannot vary or change, and its interest rate is tied to a single interest
rate index plus a single fixed spread (if any) and moves proportionately with
such index and (B) if it represents, (1) the right to receive only interest
payments with respect to the underlying debt instrument, (2) the right to
receive both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect
to such instrument provide a yield to maturity greater than 120% of the yield
to maturity at par of such underlying obligations, (3) an obligation that has a
remaining maturity of greater than 365 days from the date of acquisition
thereof. References herein to the highest rating available on money market
funds shall mean AAAm in the case of Standard & Poor's and AAA in the case of
Fitch, and references herein to the highest rating available on unsecured
commercial paper and short-term debt obligations shall mean A-1+ in the case of
Standard & Poor's and F-1+ in the case of Fitch.

     "Permitted Transferee": Any Transferee other than (i) the United States,
any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, (v) any electing large partnership under
Section 775 of the Code and (vi) any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Residual Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

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

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

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

     "Prepayment Assumption": A CPR of 0% and an assumption that a Principal
Prepayment in full will be made on each ARD Loan on its Anticipated Repayment
Date, used for



                                      43
<PAGE>

determining the accrual of original issue discount, market discount and
premium, if any, on the REMIC I Regular Interests, the REMIC II Regular
Interests and the Certificates for federal income tax purposes.

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

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

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

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

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

     "Principal Balance Certificate": Any REMIC III Regular Certificate other
than a Class X-1 or Class X-2 Certificate.

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



                                      44
<PAGE>

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

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

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

     "Prospectus": The Prospectus dated June 26, 2001, as supplemented by the
Prospectus Supplement dated July 6, 2001, relating to the offering of the
Registered Certificates.

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

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

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

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



                                      45
<PAGE>

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

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

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

     "Rating Agency": Each of Fitch and Standard & Poor's.

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



                                      46
<PAGE>

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

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

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

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

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

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

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



                                      47
<PAGE>

     "Related Borrower Group": Any of the groups of Mortgage Loans having the
same or related Mortgagors as identified in Annex A to the Prospectus
Supplement dated July 6, 2001 under the column heading "Related Group."

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

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

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

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

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

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

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



                                      48
<PAGE>

     "REMIC II Regular Interest": Any of the eighteen (18) separate
non-certificated beneficial ownership interests in REMIC II issued hereunder
designated as a "regular interest" in REMIC II and identified individually as
REMIC II Regular Interests LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF, LG, LH,
LJ, LK, LL, LM, LN, LO, LP and LQ. Each REMIC II Regular Interest shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time
and shall be entitled to distributions of principal, subject to the terms and
conditions hereof, in an aggregate amount equal to its initial Uncertificated
Principal Balance as set forth in the Preliminary Statement hereto. The
designations for the respective REMIC II Regular Interests are set forth in the
Preliminary Statement hereto.

     Each REMIC II Regular Interest corresponds to a Class of Principal Balance
Certificates and a Class X Component as follows; provided, that REMIC II
Regular Interests LA-2-1 and LA-2-2 shall both correspond to the Class A-2
Certificates:


                                      49
<PAGE>

        REMIC II           CLASS OF PRINCIPAL              CLASS X
    REGULAR INTEREST      BALANCE CERTIFICATES            COMPONENT
--------------------   -----------------------    ------------------------------

Class LA-1                     Class A-1          Class LA-1 Component(1)

Class LA-2-1                   Class A-2          Class LA-2-1 Component(1)

Class LA-2-2                   Class A-2          Class LA-2-2 Component(1)(2)

Class LB                       Class B            Class LB Component(1)(2)

Class LC                       Class C            Class LC Component(1)(2)

Class LD                       Class D            Class LD Component(1)(2)

Class LE                       Class E            Class LE Component(1)(2)

Class LF                       Class F            Class LF Component(1)(2)

Class LG                       Class G            Class LG Component(1) (2)

Class LH                       Class H            Class LH Component(1)

Class LJ                       Class J            Class LJ Component(1)

Class LK                       Class K            Class LK Component(1)

Class LL                       Class L            Class LL Component(1)

Class LM                       Class M            Class LM Component(1)

Class LN                       Class N            Class LN Component(1)

Class LO                       Class O            Class LO Component(1)

Class LP                       Class P            Class LP Component(1)

Class LQ                       Class Q            Class LQ Component(1)
----------------------------------------------

(1)  Applicable to the Class X-1 Certificates.

(2) Applicable to the Class X-2 Certificates.

     "REMIC II Remittance Rate": With respect to each REMIC II Regular
Interest, for any Distribution Date, the weighted average of the respective
REMIC I Remittance Rates for all REMIC I Regular Interests for such
Distribution Date (weighted on the basis of the respective



                                      50
<PAGE>

Uncertificated Principal Balances of the related REMIC I Regular Interests
immediately prior to such Distribution Date).

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

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

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

     "REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final Treasury regulations (and, to the extent not inconsistent
with such temporary and final regulations, proposed regulations) and any
published rulings, notices and announcements, promulgated thereunder, as the
foregoing may be in effect from time to time.

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

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

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

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

          (iv) any amount charged for services that are not customarily
     furnished in connection with the rental of property to tenants in
     buildings of a similar class in the same geographic market as such REO
     Property within the meaning of Treasury Regulations Section 1.856-4(b)(1)
     (whether or not such charges are separately stated); and

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

                                      51
<PAGE>

     "REO Account": A segregated account or accounts created and maintained by
the Special Servicer pursuant to Section 3.16(b) on behalf of the Trustee in
trust for the Certificateholders, which shall be entitled "GMAC Commercial
Mortgage Corporation, as Special Servicer, in trust for registered holders of
GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through Certificates,
Series 2001-C2".

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

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

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

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

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

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

     "REO Status Report": A report or reports substantially in the form of
Exhibit H attached hereto setting forth, among other things, with respect to
each REO Property that was included in the Trust Fund as of the close of
business on the immediately preceding Determination Date, (i) the Acquisition
Date of such REO Property, (ii) the amount of income collected with respect to
such REO Property (net of related expenses) and other amounts, if any, received
on such REO Property during the Collection Period ending on such Determination
Date



                                      52
<PAGE>

and (iii) the value of the REO Property based on the most recent Appraisal or
other valuation thereof available to the Master Servicer as of such date of
determination (including any valuation prepared internally by the Special
Servicer).

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

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

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

     "Required Appraisal Loan": As defined in Section 3.19(d).

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

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

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

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

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

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

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

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

                                      53
<PAGE>

     "Servicer Reports": The Delinquent Loan Status Report, the Historical Loan
Modification Report, the Historical Loss Report, the REO Status Report, the
Servicer Watch List, the NOI Adjustment Worksheet, the Comparative Financial
Status Report and the Operating Statement Analysis.

     "Servicer Watch List": A report prepared by the Master Servicer containing
the information described in Exhibit P attached hereto, setting forth, among
other things, a description of any Mortgage Loan that, as of the Determination
Date immediately preceding the preparation of such report, is in jeopardy of
becoming a Specially Serviced Mortgage Loan.

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

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

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

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

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

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

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



                                      54
<PAGE>

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

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

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

     "Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and REO Loan, 0.250% per annum.

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

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

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

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

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

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



                                      55
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

     "Specified Trigger Event Loan": The Mortgage Loans identified on Schedule
X.



                                      56
<PAGE>

     "Standard & Poor's": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc. or its successor in interest. If neither such
rating agency nor any successor remains in existence, "Standard & Poor's" shall
be deemed to refer to such other nationally recognized statistical rating
agency or other comparable Person designated by the Depositor. Notice of which
designation shall be given to the Trustee, the Master Servicer and the Special
Servicer and specific ratings of Standard & Poor's herein referenced shall be
deemed to refer to the equivalent ratings of the party so designated.

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

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

     "Stated Principal Balance": With respect to any Mortgage Loan (and any
related REO Loan), the Cut-off Date Principal Balance of such Mortgage Loan (or
in the case of a Replacement Mortgage Loan, as of the related date of
substitution), as reduced on each Distribution Date (to not less than zero) by
(i) all payments (or Delinquency Advances in lieu thereof) of, and all other
collections allocated as provided in Section 1.02 to, principal of or with
respect to such Mortgage Loan (or related REO Loan) that are (or, if they had
not been applied to cover any Additional Trust Fund Expense, would have been)
distributed to Certificateholders on such Distribution Date, and (ii) the
principal portion of any Realized Loss incurred in respect of such Mortgage
Loan (or related REO Loan) during the related Collection Period.
Notwithstanding the foregoing, if a Liquidation Event occurs in respect of any
Mortgage Loan or REO Property, then the "Stated Principal Balance" of such
Mortgage Loan or of the related REO Loan, as the case may be, shall be zero
commencing as of the Distribution Date in the Collection Period next following
the Collection Period in which such Liquidation Event occurred.

     "Strip Holder": The related entity set forth on the Broker Strip Schedule
for each Mortgage Loan Listed thereon, or any heir, successor or assign;
provided, however, that if the agreement which entitles the Strip Holder to
receive the applicable Broker Strip is terminated in either case, the
applicable Strip Holder shall thereafter be the party designated as such in
writing by Goldman Sachs Mortgage Company to the Master Servicer.

     "Subordinated Certificate": Any Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O,
Class P, Class Q or Residual Certificate.

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



                                      57
<PAGE>

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

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

     "Supplemental Agreement": Each of (i) the Supplemental Agreement dated as
of July 6, 2001 between GMACCM and Goldman Sachs Mortgage Company and (ii) the
Supplemental Agreement dated as of July 6, 2001 between GMACCM and German
American Capital Corporation, in each case, as amended, restated or otherwise
supplemented from time to time.

     "Tax Returns": The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be
filed on behalf of each of REMIC I, REMIC II and REMIC III due to its
classification as a REMIC under the REMIC Provisions, and the federal income
tax return to be filed on behalf of the Grantor Trust due to its classification
as a grantor trust under the Grantor Trust Provisions, together with any and
all other information, reports or returns that may be required to be furnished
to the Certificateholders or filed with the Internal Revenue Service or any
other governmental taxing authority under any applicable provisions of federal,
or Applicable State Law.

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

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

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

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

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

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

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

     "Trustee Fee": With respect to any Distribution Date and each Mortgage
Loan and REO Loan, an amount equal to one-twelfth of the product of the Trustee
Fee Rate and the



                                      58
<PAGE>

aggregate Stated Principal Balance of each Mortgage Loan or REO Loan
immediately following the prior Distribution Date.

     "Trustee Fee Rate": 0.00274%. The Trustee Fee Rate is included in the
Servicing Fee Rate set forth for each Mortgage Loan on the Mortgage Loan
Schedule.

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

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

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

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

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



                                      59
<PAGE>

Distribution Date as provided in Section 4.04(a). As of the Closing Date, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall equal
the amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
Principal Balance of each such REMIC II Regular Interest shall be reduced by
all distributions of principal deemed to have been made thereon on such
Distribution Date pursuant to Section 4.01(b) and, if and to the extent
appropriate, shall be further reduced on such Distribution Date as provided in
Section 4.04(b).

     "Underwriter": Each of Goldman, Sachs & Co. and Deutsche Banc Alex. Brown
Inc.

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

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

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

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, 98% of the Voting Rights shall be allocated among the
Holders of the various outstanding Classes of Principal Balance Certificates in
proportion to the respective Class Principal Balances of their Certificates, 1%
of the Voting Rights shall be allocated among the Holders of the Class X-1 and
Class X-2 Certificates in proportion to the respective Class Notional Amounts
of such Certificates and the remaining Voting Rights shall be allocated equally
among the Holders of the respective Classes of the Residual Certificates.
Voting Rights allocated to a Class of Certificateholders shall be allocated
among such Certificateholders in proportion to the Percentage Interests
evidenced by their respective Certificates. Appraisal Reduction Amounts will be
allocated in reduction of the respective Class Principal Balances of the Class
Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C, Class B and Class A Certificates
(pro rata between the Class A-1 and Class A-2 Certificates), in that order, for
purposes of calculating Voting Rights in the same manner as Realized Losses and
Additional Trust Fund Expenses are allocated in accordance with Section 4.04.

     "Weighted Average Net Mortgage Rate": With respect to any Distribution
Date, the REMIC II Remittance Rate for each REMIC II Regular Interest for such
Determination Date.



                                      60
<PAGE>

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

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

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

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

     SECTION 1.02 CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL.

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



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<PAGE>

and tenth, if such Mortgage Loan is an ARD Loan, as a recovery of any Excess
Interest then due and owing on such Mortgage Loan.

     (b) Collections in respect of each REO Property (exclusive of amounts to
be applied to the payment of the costs of operating, managing, maintaining and
disposing of such REO Property) shall be treated: first, as a recovery of any
related unreimbursed Servicing Advances; second, as a recovery of accrued and
unpaid interest on the related REO Loan at the related Mortgage Rate to but not
including the Due Date in the month of receipt; third, as a recovery of
principal of the related REO Loan to the extent of its entire unpaid principal
balance; and fourth, as a recovery of any other amounts deemed to be due and
owing in respect of the related REO Loan.

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

                                  ARTICLE II

        CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

     SECTION 2.01 ESTABLISHMENT OF TRUST; CONVEYANCE OF MORTGAGE LOANS.

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

     (b) In connection with the Depositor's assignment pursuant to subsection
(a) above, the Depositor shall direct, and hereby represents and warrants that
it has directed, each Mortgage Loan Seller pursuant to the related Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be
delivered to and deposited with, the Trustee or the Custodian (with a copy to
the Master Servicer), on or before the Closing Date, the Mortgage File for each
of such Mortgage Loan Seller's Mortgage Loans so assigned. If the related
Mortgage Loan Seller cannot deliver, or cause to be delivered as to any
Mortgage Loan, the original Mortgage Note, the Mortgage Loan Seller shall
deliver a copy or duplicate original of such Mortgage Note, together with an
affidavit certifying that the original thereof has been lost or destroyed. If
the related Mortgage Loan Seller cannot deliver, or cause to be delivered, as
to any Mortgage Loan,



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<PAGE>

any of the documents and/or instruments referred to in clauses (2), (4), (11)
and (12) of the definition of "Mortgage File", with evidence of recording or
filing, as the case may be, thereon, because of a delay caused by the public
recording or filing office where such document or instrument has been delivered
for recordation or filing, or because such original recorded document has been
lost or returned from the recording or filing office and subsequently lost, as
the case may be, the delivery requirements of the related Mortgage Loan
Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied as to such missing document or instrument, and such missing document
or instrument shall be deemed to have been included in the Mortgage File,
provided that a photocopy of such missing document or instrument (certified by
the related Mortgage Loan Seller to be a true and complete copy of the original
thereof submitted for recording or filing, as the case may be) is delivered to
the Trustee or a Custodian appointed thereby on or before the Closing Date and
either the original of such missing document or instrument, or a copy thereof,
with evidence of recording or filing, as the case may be, thereon, is delivered
to or at the direction of the Trustee within 180 days of the Closing Date (or
within such longer period after the Closing Date as the Trustee may consent to,
which consent shall not be unreasonably withheld so long as the related
Mortgage Loan Seller has provided the Trustee with evidence of such recording
or filing, as the case may be, or has certified to the Trustee as to the
occurrence of such recording or filing, as the case may be, and is, as
certified to the Trustee no less often than quarterly, in good faith attempting
to obtain from the appropriate county recorder's or filing office such original
or copy). Upon request, the Trustee shall provide a copy of any such
certification, promptly after receipt thereof, to any Certificate Owner holding
a Certificate in the Controlling Class that has provided a certification to the
Trustee in the form attached hereto as Exhibit K. If the related Mortgage Loan
Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of the related lender's title insurance policy referred to
in clause (9) of the definition of "Mortgage File" solely because such policy
has not yet been issued, the delivery requirements of this Section 2.01(b)
shall be deemed to be satisfied as to such missing item, and such missing item
shall be deemed to have been included in the related Mortgage File, provided
that the related Mortgage Loan Seller shall have delivered to the Trustee or a
Custodian appointed thereby, on or before the Closing Date, a commitment for
title insurance "marked-up" at the closing of such Mortgage Loan, and the
related Mortgage Loan Seller shall deliver to the Trustee or such Custodian,
promptly following the receipt thereof, the original related lender's title
insurance policy (or a copy thereof). In addition, notwithstanding anything to
the contrary contained herein, if there exists with respect to any group of
related Cross-Collateralized Mortgage Loans only one original of any document
referred to in the definition of "Mortgage File" covering all the Mortgage
Loans in such group, then the inclusion of the original of such document in the
Mortgage File for any of the Mortgage Loans in such group shall be deemed an
inclusion of such original in the Mortgage File for each such Mortgage Loan.
Neither the Trustee nor any Custodian shall in any way be liable for any
failure by the Mortgage Loan Seller or the Depositor to comply with the
delivery requirements of the Mortgage Loan Purchase Agreement and this Section
2.01(b).

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



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endorsement or assignment in the name of the Trustee (in such capacity) and in
any event prior to releasing possession thereof.

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

     (d) All documents and records in the Depositor's or any Mortgage Loan
Seller's possession relating to the Mortgage Loans that are not required to be
a part of a Mortgage File in accordance with the definition thereof shall be
delivered to the Master Servicer on or before the Closing Date and shall be
held by the Master Servicer (or a Sub-Servicer retained thereby) on behalf of
the Trustee in trust for the benefit of the Certificateholders. If the
Sub-Servicer shall hold any original documents and records delivered to it
pursuant to this clause (d) then the Sub-Servicer shall deliver copies thereof
to the Master Servicer.

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



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<PAGE>

     SECTION 2.02 ACCEPTANCE BY TRUSTEE.

     (a) The Trustee, by the execution and delivery of this Agreement, hereby
certifies receipt by it or a Custodian on its behalf, subject to the provisions
of Section 2.01 and the further review provided for in this Section 2.02, and
further subject to any exceptions noted on any exception report prepared by the
Trustee or such Custodian and attached hereto as Schedule II, of the documents
specified in clauses (1), (2), (3), (9) and (12) of the definition of "Mortgage
File" of a fully executed original counterpart of each Mortgage Loan Purchase
Agreement and of all other assets included in REMIC I and delivered to it, in
good faith and without notice of any adverse claim, and declares that it or a
Custodian on its behalf holds and will hold such documents and the other
documents delivered or caused to be delivered by the Mortgage Loan Sellers
constituting the Mortgage Files, and that it holds and will hold such other
assets included in REMIC I, in trust for the exclusive use and benefit of all
present and future Certificateholders. In connection with the foregoing, the
Trustee hereby certifies, subject to any exceptions noted on any exception
report prepared by the Trustee or the Custodian and attached hereto as Schedule
II, as to each Mortgage Note, that it (A) appears regular on its face
(handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Mortgagor), (B) appears to have been
executed (where appropriate) and (C) purports to relate to such Mortgage Loan.

     (b) Within 60 days of the Closing Date, the Trustee or a Custodian on its
behalf shall review each of the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files; and,
promptly following such review, the Trustee shall certify in writing in the
form attached hereto as Schedule III to each of the Depositor, the Master
Servicer, the Special Servicer, each Certificateholder in the Controlling
Class, each Mortgage Loan Seller and, upon request, any Certificateholder that,
as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or any Mortgage Loan specifically identified in any
exception report annexed thereto as not being covered by such certification),
(i) all documents specified in clauses (1) through (5), (9), (11), (12), (13)
and (18) (in the case of clause (11), without regard to whether such UCC
financing statements were in the possession of the Mortgage Loan Seller (or its
agent)) of the definition of "Mortgage File" are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with Section 2.01(b) and (ii) all documents delivered or caused
to be delivered by the related Mortgage Loan Seller constituting the related
Mortgage File have been reviewed by it or by a Custodian on its behalf and (A)
appear regular on their face and relate to such Mortgage Loan, (B) appear to
have been executed (where appropriate) and (C) purport to relate to such
Mortgage Loan. If the Trustee's certification pursuant to the preceding
sentence includes an exception report, or if such certification indicates that
any recording or filing required by Section 2.01(c) has not been completed with
respect to a Mortgage Loan, the Trustee or a Custodian on its behalf shall
continuously update such exception report to reflect receipt of any additional
documents or instruments or evidence of recording or filing of such additional
documents or instruments with respect to such Mortgage Loan, until the earliest
of (i) the date on which such exceptions are eliminated and any such recording
or filing has been completed, (ii) the date on which the affected Mortgage Loan
has been removed from the Trust Fund, and (iii) the date which is two years
after the Closing Date, and shall provide such updated exception report
(beginning 150 days after the Closing Date and continuing every 90 days
thereafter until the date which is two



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<PAGE>

years after the Closing Date) to each of the Depositor, the Master Servicer,
the Special Servicer, the Majority Certificateholder of the Controlling Class
and, upon request, any Certificateholder. At any time after the date which is
two years after the Closing Date, the Depositor, the Master Servicer, the
Special Servicer and any Certificateholder may receive, upon request, an
updated exception report (which may be in electronic format).

     (c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and,
on or about the first anniversary of the Closing Date, the Trustee shall
certify in writing in the form attached hereto as Schedule III to each of the
Depositor, the Master Servicer, the Special Servicer, the Majority
Certificateholder of the Controlling Class and each Mortgage Loan Seller that,
as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any
Mortgage Loan as to which a Liquidation Event has occurred) and except as
specifically identified in any exception report annexed to such certification,
(i) all documents specified in clauses (1) through (5), (9), (11), (12), (13)
and (18) (in the case of clause (11), without regard to whether such UCC
financing statements were in the possession of the Mortgage Loan Seller (or its
agent)) of the definition of "Mortgage File" are in its possession or the
related Mortgage Loan Seller has otherwise satisfied the delivery requirements
in accordance with Section 2.01(b), (ii) it or a Custodian on its behalf has
received either a recorded original of each of the assignments specified in
clauses (3) and, insofar as an unrecorded original thereof had been delivered
or caused to be delivered by the related Mortgage Loan Seller, (5) of the
definition of "Mortgage File" or a copy of such recorded original certified by
the applicable public recording office to be true and complete and (iii) all
Mortgage Loan documents received by it or any Custodian have been reviewed by
it or by such Custodian on its behalf and (A) appear regular on their face and
relate to such Mortgage Loan, (B) appear to have been executed (where
appropriate) and (C) purport to relate to such Mortgage Loan.

     (d) It is acknowledged that neither the Trustee nor any Custodian is under
any duty or obligation (i) to determine whether any of the documents specified
in clauses (6), (7), (8), (10), (14), (15), (16), (17) and (19) of the
definition of "Mortgage File" exist or are required to be delivered by the
Depositor, any Mortgage Loan Seller or any other Person or (ii) to inspect,
review or examine any of the documents, instruments, certificates or other
papers relating to the Mortgage Loans delivered to it to determine that the
same are genuine, enforceable, in recordable form or appropriate for the
represented purpose or that they are other than what they purport to be on
their face.

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



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Mortgage Loan Schedule so identified, such new, corrected Mortgage Loan
Schedule shall be deemed to amend and replace the existing Mortgage Loan
Schedule for all purposes.

     SECTION 2.03 MORTGAGE LOAN SELLERS' REPURCHASE OF MORTGAGE LOANS FOR
DEFECTS IN MORTGAGE FILES AND BREACHES OF REPRESENTATIONS AND WARRANTIES.

     (a) If the Trustee discovers or receives notice of a Defect in any
Mortgage File or a breach of any representation or warranty set forth in or
made pursuant to Section 4(a) of each Mortgage Loan Purchase Agreement or
Section 2(a) of each Supplemental Agreement (a "Breach"), which Defect or
Breach, as the case may be, materially and adversely affects the value of any
Mortgage Loan or the interests of the Certificateholders therein, or if the
Trustee discovers or receives notice of any event that would give rise to the
repurchase of a Mortgage Loan pursuant to Section 6(b) of any Mortgage Loan
Purchase Agreement or Section 4(b) of any Supplemental Agreement, the Trustee
shall give prompt written notice of such Defect, Breach or event, as the case
may be, to the Depositor, the Master Servicer, the Special Servicer and the
Rating Agencies and the related Mortgage Loan Seller (and GMACCM, in the case
of such a Defect, Breach or event under a Supplemental Agreement) and shall
request that the related Mortgage Loan Seller (or GMACCM, in the case of such a
Defect, Breach or event under a Supplemental Agreement), within the time period
provided for in the related Mortgage Loan Purchase Agreement or Supplemental
Agreement, as applicable, cure such Defect, Breach or event, as the case may
be, in all material respects or repurchase the affected Mortgage Loan at the
applicable Purchase Price in conformity with the related Mortgage Loan Purchase
Agreement or Supplemental Agreement, as applicable; provided, however, that in
lieu of effecting any such repurchase, a Mortgage Loan Seller (or GMACCM, in
the case of such a Defect, Breach or event under each Supplemental Agreement)
will be permitted to deliver a Qualifying Substitute Mortgage Loan until the
second anniversary of the Closing Date and to pay a cash amount equal to the
applicable Substitution Shortfall Amount, subject to the terms and conditions
of the related Mortgage Loan Purchase Agreement or Supplemental Agreement, as
applicable, and this Agreement; provided, further, that if such Defect or
Breach would cause the Mortgage Loan to be other than a "qualified mortgage"
under Section 860G(a)(3) of the Code, such Defect or Breach shall be cured or
the related Mortgage Loan shall be repurchased or replaced with a Qualifying
Substitute Mortgage Loan within 60 days of discovery. In the case of any
Breach, Defect or event with respect to a Cross-Collateralized Mortgage Loan
that requires repurchase of such Mortgage Loan, the Cross-Collateralized
Mortgage Loan must be repurchased in its entirety. Notwithstanding the
foregoing, the applicable Mortgage Loan Seller will not be required to
repurchase all of the related Cross-Collateralized Mortgage Loans if, (i) after
giving effect to the repurchase only of the Mortgage Loans materially and
adversely affected by such Breach or Defect, both (A) the Debt Service Coverage
Ratio for the four preceding calendar quarters for all of the Mortgaged
Properties then remaining subject to the related Mortgage is not less than
0.10x below the Debt Service Coverage Ratio set forth in the Prospectus with
respect to such Cross-Collateralized Mortgage Loan and the related
Cross-Collateralized Mortgage Loans, and (B) the Loan-to-Value Ratio for all of
the Mortgaged Properties then remaining subject to the related Mortgage is not
greater than 10% of the Loan-to-Value Ratio set forth in the Prospectus with
respect to such Cross-Collateralized Mortgage Loan and the related
Cross-Collateralized Mortgage Loans, in each case determined by the Master
Servicer or Special Servicer, as applicable; and (ii) the
cross-collateralization provisions of the applicable Cross-



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<PAGE>

Collateralized Mortgage Loans have been released under the terms of the
applicable Cross-Collateralized Mortgage Loans as to the Mortgage Loan(s)
affected by such Breach or Defect, and such Mortgage Loan(s) to be repurchased
from the Trust Fund is no longer cross-collateralized with the
Cross-Collateralized Mortgage Loans. If the Master Servicer or Special
Servicer, as applicable, determines that an Appraisal is required for purposes
of determining the foregoing, the Appraisal will be at the related Mortgage
Loan Seller's expense, if the scope and cost of the Appraisal is approved by
the related Mortgage Loan Seller (such approval not to be unreasonably
withheld).

     Unless the applicable delivery requirements are otherwise deemed to have
been satisfied pursuant to Section 2.01(b) (including by virtue of the delivery
of alternative documents as specified in Section 2.01(b)), any of the following
Defects shall be conclusively presumed materially and adversely to affect the
interests of Certificateholders in, and the value of, a Mortgage Loan: (a) the
absence from the Mortgage File of the original signed Mortgage Note, unless the
Mortgage File contains a signed lost note affidavit that appears to be regular
on its face; (b) the absence from the Mortgage File of the original signed
Mortgage that appears to be regular on its face, unless there is included in
the Mortgage File a certified copy of the Mortgage and a certificate stating
that the original signed Mortgage and any intervening assignments required to
create a complete chain of assignment to the Trustee were sent for recordation;
or (c) the absence from the Mortgage File of the item called for by paragraph
(9) of the definition of Mortgage File. If any of the foregoing Defects (each,
a "Material Document Defect") is discovered by the Trustee, the Trustee will
take the steps described elsewhere in this section.

     As to any Qualifying Substitute Mortgage Loan or Loans, the Trustee shall
direct the related Mortgage Loan Seller (or GMACCM, in the case of such a
Defect, Breach or event under each Supplemental Agreement) to deliver to the
Trustee for such Qualifying Substitute Mortgage Loan or Loans (with a copy to
the Master Servicer), the related Mortgage File(s) with the related Mortgage
Note(s) endorsed as required by clause (1) of the definition of "Mortgage
File". No substitution may be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualifying Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by Master Servicer and remitted by
the Master Servicer to the related Mortgage Loan Seller (or GMACCM, in the case
of such a Defect, Breach or event under each Supplemental Agreement) on the
next succeeding Distribution Date. For the month of substitution, distributions
to Certificateholders will include the Monthly Payment due on the related
Deleted Mortgage Loan for such month and thereafter the related Mortgage Loan
Seller (or GMACCM, in the case of such a Defect, Breach or event under each
Supplemental Agreement) shall be entitled to retain all amounts received in
respect of such Deleted Mortgage Loan.

     In any month in which the related Mortgage Loan Seller (or GMACCM under a
Supplemental Agreement) substitutes one or more Qualifying Substitute Mortgage
Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the applicable Substitution Shortfall Amount. The Trustee shall
direct the related Mortgage Loan Seller (or GMACCM, as applicable) to deposit
cash equal to such amount into the Distribution Account concurrently with the
delivery of the Mortgage File(s) for the Qualifying Substitute Mortgage
Loan(s), without any reimbursement thereof. The Trustee shall also direct the
related Mortgage Loan Seller (or




                                      68
<PAGE>

GMACCM, as applicable) to give written notice to the Trustee and the Master
Servicer of such deposit, accompanied by an Officers' Certificate as to the
calculation of the applicable Substitution Shortfall Amount. The Trustee shall
direct the related Mortgage Loan Seller (or GMACCM, as applicable) to amend the
Mortgage Loan Schedule to reflect the removal of each Deleted Mortgage Loan
and, if applicable, the substitution of the Qualifying Substitute Mortgage
Loan(s); and, upon such amendment, the Trustee shall deliver or cause the
delivery of such amended Mortgage Loan Schedule to the other parties hereto.
Upon any such substitution, the Qualifying Substitute Mortgage Loan(s) shall be
subject to the terms of this Agreement in all respects.

     (b) In connection with any repurchase of or substitution for a Mortgage
Loan contemplated by this Section 2.03, the Trustee, the Master Servicer and
the Special Servicer shall each tender promptly to the related Mortgage Loan
Seller (or GMACCM, as applicable), upon delivery to each of the Trustee, the
Master Servicer and the Special Servicer of a trust receipt executed by the
related Mortgage Loan Seller (or GMACCM, as applicable), all portions of the
Mortgage File and other documents pertaining to such Mortgage Loan possessed by
it, and each document that constitutes a part of the related Mortgage File that
was endorsed or assigned to the Trustee shall be endorsed or assigned, as the
case may be, to the related Mortgage Loan Seller (or GMACCM, as applicable) in
the same manner as provided in Section 2 of each Mortgage Loan Purchase
Agreement. Additionally, in connection with any repurchase of or substitution
for a Mortgage Loan pursuant to this Section 2.03, the Master Servicer shall
release or cause to be released to the related Mortgage Loan Seller (or GMACCM,
as applicable) any Reserve Funds or Escrow Payments with respect to the related
Mortgage Loan. If the affected Mortgage Loan is to be repurchased, the Trustee
shall designate the Certificate Account as the account to which funds in the
amount of the Purchase Price are to be wired.

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

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



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and second are insufficient, then pursuant to Section 3.05(a)(xi) out of
general collections on the Mortgage Loans on deposit in the Certificate
Account.

     SECTION 2.04 ISSUANCE OF CLASS R-I CERTIFICATES; CREATION OF REMIC I
REGULAR INTERESTS.

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

     SECTION 2.05 CONVEYANCE OF REMIC I REGULAR INTERESTS; ACCEPTANCE OF REMIC
II BY THE TRUSTEE.

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

     SECTION 2.06 ISSUANCE OF CLASS R-II CERTIFICATES; CREATION OF REMIC II
REGULAR INTEREST.

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

     SECTION 2.07 CONVEYANCE OF REMIC II REGULAR INTERESTS; ACCEPTANCE OF REMIC
III BY TRUSTEE.

     The Depositor, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the



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

     SECTION 2.08 ISSUANCE OF REMIC III CERTIFICATES.

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

                                  ARTICLE III

                          ADMINISTRATION AND SERVICING
                               OF THE TRUST FUND

     SECTION 3.01 SERVICING AND ADMINISTRATION OF THE MORTGAGE LOANS.

     (a) Each of the Master Servicer and the Special Servicer shall service and
administer the Mortgage Loans that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests
of and for the benefit of the Certificateholders (as determined by the Master
Servicer or the Special Servicer, as the case may be, in its good faith and
reasonable judgment), in accordance with applicable law, the terms of this
Agreement and the terms of the respective Mortgage Loans and, to the extent
consistent with the foregoing, further as follows: (i) with the same care,
skill and diligence as is normal and usual in its general mortgage servicing
and REO property management activities on behalf of third parties or on behalf
of itself, whichever is higher, with respect to mortgage loans and REO
properties that are comparable to those for which it is responsible hereunder;
(ii) with a view to the timely collection of all scheduled payments of
principal and interest under the Mortgage Loans or, if a Mortgage Loan comes
into and continues in default and if, in the good faith and reasonable judgment
of the Special Servicer, no satisfactory arrangements can be made for the
collection of the delinquent payments, the maximization of the recovery on such
Mortgage Loan to the Certificateholders (as a collective whole) on a present
value basis (the relevant discounting of anticipated collections that will be
distributable to Certificateholders to be performed at the related Net Mortgage
Rate); and (iii) without regard to (A) any relationship that the Master
Servicer or the Special Servicer, as the case may be, or any Affiliate thereof
may have with the related Mortgagor, (B) the ownership of any Certificate by
the Master Servicer or the Special Servicer, as the case may be, or by any
Affiliate thereof, (C) the Master Servicer's obligation to make Advances, (D)
the Special Servicer's obligation to make (or to direct the Master Servicer to
make) Servicing Advances, (E) the right of the Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, to receive reimbursement of costs, or the sufficiency of any
compensation payable to it, hereunder or with respect to any



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<PAGE>

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

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

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



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<PAGE>

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

     SECTION 3.02 COLLECTION OF MORTGAGE LOAN PAYMENTS.

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

     SECTION 3.03 COLLECTION OF TAXES, ASSESSMENTS AND SIMILAR ITEMS; SERVICING
ACCOUNTS AND RESERVE ACCOUNTS.

     (a) Each of the Master Servicer (or the Special Servicer with respect to
the Specially Serviced Mortgage Loans) shall establish and maintain one or more
accounts (the "Servicing Accounts"), into which all Escrow Payments shall be
deposited and retained. Servicing Accounts shall be Eligible Accounts.
Withdrawals of amounts so collected in respect of any Mortgage Loan (and
interest earned thereon) from a Servicing Account may be made only to: (i)
effect payment of real estate taxes, assessments, insurance premiums, ground
rents (if applicable) and comparable items in respect of the related Mortgaged
Property; (ii) reimburse the Fiscal Agent, the Trustee, the Master Servicer and
the Special Servicer, in that order, as applicable, for any unreimbursed
Servicing Advances made thereby to cover any of the items described in the
immediately preceding clause (i); (iii) refund to the related Mortgagor any
sums as may be determined to be overages; (iv) pay interest, if required and as
described below, to the related Mortgagor on balances in the Servicing Account
(or, if and to the extent not payable to the related Mortgagor, to pay such
interest to the Master Servicer or Special Servicer, as applicable); (v)
disburse Insurance Proceeds if required to be applied to the repair or
restoration of the related Mortgaged Property; or (vi) clear and terminate the
Servicing Account at the termination of this Agreement in accordance with
Section 9.01. As part of its servicing duties, the Master Servicer and the
Special Servicer shall pay or cause to be paid to the Mortgagors interest on
funds in Servicing Accounts maintained thereby, to the extent required by law
or the terms of the related Mortgage Loan. The Servicing Accounts shall not be
considered part of the segregated pool of assets constituting REMIC I, REMIC
II, REMIC III or the Grantor Trust.

     (b) Each of the Master Servicer (with respect to Mortgage Loans other than
Specially Serviced Mortgage Loans) and the Special Servicer (with respect to
the Specially Serviced Mortgage Loans) shall (i) maintain accurate records with
respect to each related Mortgaged Property reflecting the status of real estate
taxes, assessments and other similar items that are or may become a lien
thereon and the status of insurance premiums and any ground rents



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<PAGE>

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

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

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



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<PAGE>

     SECTION 3.04 CERTIFICATE ACCOUNT, DISTRIBUTION ACCOUNT AND INTEREST
RESERVE ACCOUNT.

     (a) The Master Servicer shall establish and maintain a Certificate Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections received or made by or on behalf of it subsequent to the
Cut-off Date (other than in respect of principal and interest on the Mortgage
Loans due and payable on or before the Cut-off Date), and payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a period subsequent thereto:

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

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

          (iii) any amounts received from the Special Servicer which are
     required to be transferred from the REO Account pursuant to Section
     3.16(c) and amounts of interest and investment income earned in respect of
     amounts relating to the Trust Fund held in any Lock-Box Account or Cash
     Collateral Account, if any, and only to the extent not required to be paid
     to the applicable Mortgagor under the terms of the related Mortgage Loan
     documents or applicable law;

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

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

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

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

     The foregoing requirements for deposit in the Certificate Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow
Payments, Reserve Funds, charges for beneficiary statements or demands,
assumption fees, amounts collected for mortgagor checks



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<PAGE>

returned for insufficient funds, ancillary fees and any other amounts that the
Master Servicer and the Special Servicer are entitled to as additional
servicing compensation pursuant to Section 3.11 need not be deposited by the
Master Servicer in the Certificate Account. If the Master Servicer shall
deposit in the Certificate Account any amount not required to be deposited
therein, it may at any time withdraw such amount from the Certificate Account,
any provision herein to the contrary notwithstanding. The Master Servicer shall
promptly deliver to the Special Servicer, as additional servicing compensation
in accordance with Section 3.11(d), all assumption fees, modification fees,
ancillary fees and other transaction fees due to and received by the Master
Servicer with respect to Specially Serviced Mortgage Loans. The Certificate
Account shall be maintained as a segregated account, separate and apart from
trust funds created for mortgage pass-through certificates of other series
serviced and the other accounts of the Master Servicer.

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

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

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

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

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



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<PAGE>

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

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

          (iii) any Liquidation Proceeds paid by the Master Servicer or the
     Depositor in connection with the purchase of all of the Mortgage Loans and
     any REO Properties in the Trust Fund pursuant to Section 9.01 (exclusive
     of that portion thereof required to be deposited in the Certificate
     Account pursuant to Section 9.01); and

          (iv) any other amounts required to be so delivered for deposit in the
     Distribution Account pursuant to any provision of this Agreement.

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

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

     (c) The Trustee shall establish (upon an event occurring that generates
Excess Liquidation Proceeds) and maintain the Excess Liquidation Proceeds
Reserve Account in trust for the benefit of the Certificateholders. The Excess
Liquidation Proceeds Reserve Account shall be maintained as a segregated
account, separate and apart from trust funds for mortgage pass-through
certificates of other series administered by the Trustee and other accounts of
the Trustee. Funds in the Excess Liquidation Proceeds Reserve Account may be
invested by the Trustee in



                                      77
<PAGE>

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

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

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

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

     SECTION 3.05 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT, THE
DISTRIBUTION ACCOUNT, THE INTEREST RESERVE ACCOUNT AND THE EXCESS LIQUIDATION
PROCEEDS RESERVE ACCOUNT.

     (a) The Master Servicer may, from time to time, make withdrawals from the
Certificate Account for any of the following purposes:

          (i) to remit to the Trustee for deposit in the Distribution Account
     the amounts required to be remitted pursuant to the fourth paragraph of
     Section 3.04(b) or that may be applied to make Delinquency Advances
     pursuant to Section 4.03(a);

          (ii) to pay itself unpaid Servicing Fees payable to itself earned
     thereby in respect of each Mortgage Loan and REO Loan, the Master
     Servicer's rights to payment pursuant to this clause (ii) being limited to
     amounts received or advanced on or in respect of such Mortgage Loan or
     such REO Loan that are allocable as a recovery or advance of interest
     thereon;



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<PAGE>

          (iii) to pay to the Special Servicer, out of general collections on
     the Mortgage Loans and any REO Properties, earned and unpaid Special
     Servicing Fees in respect of each Specially Serviced Mortgage Loan and REO
     Loan;

          (iv) to pay to the Special Servicer earned and unpaid Workout Fees
     and Liquidation Fees to which it is entitled pursuant to, and from the
     sources contemplated by, Section 3.11(c);

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

          (vi) to reimburse the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, as applicable, for unreimbursed Servicing
     Advances made thereby, the Master Servicer's, the Special Servicer's, the
     Trustee's or the Fiscal Agent's respective rights to be reimbursed
     pursuant to this clause (vi) with respect to any Mortgage Loan or REO
     Property being limited to, as applicable, related payments, Liquidation
     Proceeds, Insurance Proceeds and REO Revenues;

          (vii) to reimburse the Fiscal Agent, the Trustee, itself and the
     Special Servicer, in that order, as applicable, out of general collections
     on the Mortgage Loans and REO Properties, for Nonrecoverable Advances made
     thereby;

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

          (ix) to reimburse itself (if it is not the affected Mortgage Loan
     Seller) or the Trustee, as the case may be, for any unreimbursed expenses
     reasonably incurred by such Person in respect of any Breach or Defect
     giving rise to a repurchase obligation of a Mortgage Loan Seller under
     Section 6 of the related Mortgage Loan Purchase Agreement (or Section 4 of
     the related Supplemental Agreement), including, without limitation, any
     expenses arising out of the enforcement of the repurchase obligation,
     together with interest thereon at the Reimbursement Rate, each such
     Person's right to reimbursement pursuant to this clause (x) with respect
     to any Mortgage Loan being limited to that portion of the Purchase Price
     paid for such Mortgage Loan that represents such expense in accordance
     with clause (d) of the definition of Purchase Price;



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          (x) in accordance with Section 2.03(d), to reimburse the Trustee, out
     of general collections on the Mortgage Loans and REO Properties for any
     unreimbursed expense reasonably incurred by the Trustee in connection with
     the enforcement of a Mortgage Loan Seller's obligations under Section 6(a)
     of the related Mortgage Loan Purchase Agreement (or Section 4 of the
     related Supplemental Agreement), together with interest thereon at the
     Reimbursement Rate, but only to the extent that such expenses are not
     reimbursable pursuant to clause (ix) above or otherwise;

          (xi) to pay out of general collections on the Mortgage Loans and REO
     Properties, for costs and expenses incurred by the Trust Fund pursuant to
     Section 3.09(c) and to pay Liquidation Expenses out of related Liquidation
     Proceeds pursuant to Section 3.09;

          (xii) to pay itself, as additional servicing compensation in
     accordance with Section 3.11(b), (A) interest and investment income earned
     in respect of amounts relating to the Trust Fund held in the Certificate
     Account, any Lock-Box Account and Cash Collateral Account as provided in
     Section 3.06(b) (but only to the extent of the Net Investment Earnings
     with respect to the Certificate Account, any Lock-Box Account and Cash
     Collateral Account for any Collection Period), (B) Prepayment Interest
     Excesses and Balloon Payment Interest Excess received on the Mortgage
     Loans and (C) Penalty Charges received on Mortgage Loans that are not
     Specially Serviced Mortgage Loans (but only to the extent not otherwise
     allocable to cover Advance Interest in respect of the related Mortgage
     Loan);

          (xiii) to pay to the Special Servicer, as additional servicing
     compensation, all Penalty Charges received on any Specially Serviced
     Mortgage Loan (but only to the extent not otherwise allocable to pay
     Advance Interest in respect of the related Specially Serviced Mortgage
     Loan);

          (xiv) to pay itself, the Depositor, or any of their respective
     directors, officers, employees and agents, as the case may be, out of
     general collections on the Mortgage Loans and REO Properties, any amounts
     payable to any such Person pursuant to Section 6.03;

          (xv) to pay, out of general collections on the Mortgage Loans and REO
     Properties, for (A) the cost of the Opinions of Counsel contemplated by
     Sections 3.09(b)(ii) and 3.16(a), (B) the cost of the advice of counsel
     contemplated by Section 3.17(a), (C) the cost of any Opinion of Counsel
     contemplated by Section 11.01(a) in connection with an amendment to this
     Agreement requested by the Master Servicer, which amendment is in
     furtherance of the rights and interests of Certificateholders, (D) the
     cost of obtaining the REO Extension contemplated by Section 3.16(a), (E)
     the cost of recording this Agreement in accordance with Section 11.02(a),
     and (F) the cost of a new Appraisal obtained pursuant to Section 3.11(h)
     or Section 4.03(c);

          (xvi) to pay itself, the Special Servicer, any Mortgage Loan Seller,
     GMACCM or the Majority Certificateholder of the Controlling Class, as the
     case may be, with respect to each Mortgage Loan, if any, previously
     purchased by such Person



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     pursuant to or as contemplated by this Agreement, all amounts received on
     such Mortgage Loan subsequent to the date of purchase;

          (xvii) to withdraw funds deposited into the Certificate Account in
     error; and

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

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

     The Master Servicer shall pay to the Special Servicer (or to third party
contractors at the direction of the Special Servicer) from the Certificate
Account amounts permitted to be paid to it (or to such third party contractors)
therefrom promptly upon receipt of a certificate of a Servicing Officer of the
Special Servicer describing the item and amount to which the Special Servicer
(or such third party contractors) is entitled. The Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property, on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request for withdrawal from the Certificate Account.

     (b) The Trustee may, from time to time, make withdrawals from the
Distribution Account for any of the following purposes (but not necessarily in
the following order of priority):

          (i) to make distributions to Certificateholders on each Distribution
     Date pursuant to Section 4.01 and to deposit the Withheld Amounts in the
     Interest Reserve Account pursuant to Section 3.04(d);

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

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

          (iv) 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 8.05(b);

          (v) to pay for (A) the cost of the Opinion of Counsel contemplated by
     Section 11.01(a) or (c) in connection with any amendment to this Agreement
     requested by the Trustee, which amendment is in furtherance of the rights
     and interests of Certificateholders, (B) the cost of the Opinion of
     Counsel contemplated by Section



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     11.02(a) in connection with any recordation of this Agreement and (C) to
     the extent payable out of the Trust Fund, the cost of the Opinion of
     Counsel contemplated by Section 10.01(f);

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

          (vii) to withdraw funds deposited into the Distribution Account in
     error; and

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

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

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

     SECTION 3.06 INVESTMENT OF FUNDS IN THE CERTIFICATE ACCOUNT, THE
DISTRIBUTION ACCOUNT, THE EXCESS LIQUIDATION PROCEEDS RESERVE ACCOUNT, THE
INTEREST RESERVE ACCOUNT AND THE REO ACCOUNT.

     (a) (i) The Master Servicer may direct any depository institution
maintaining the Certificate Account, any Lock-Box Account or any Cash
Collateral Account to invest, (ii) the Special Servicer may direct any
depository institution maintaining the REO Account to invest, or if it is a
depository institution, may itself invest, and (iii) the Trustee may direct the
depository institution maintaining the Distribution Account, the Excess
Liquidation Proceeds Reserve Account or the Interest Reserve Account to invest,
or if it is such depository institution, may itself invest, the funds held
therein in one or more Permitted Investments bearing interest or sold at a
discount, and maturing, unless payable on demand, (i) no later than the
Business Day immediately preceding the next succeeding date on which such funds
are required to be withdrawn from such account pursuant to this Agreement, if a
Person other than the depository institution maintaining such account is the
obligor thereon, and (ii) no later than the next succeeding date on which such
funds are required to be withdrawn from such account pursuant to this
Agreement, if the depository institution maintaining such account is the
obligor thereon. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account
shall be made in the name of the Trustee (in its



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capacity as such). The Master Servicer (with respect to Permitted Investments
of amounts in the Certificate Account, any Lock-Box Account, and any Cash
Collateral Account) and the Special Servicer (with respect to Permitted
Investments of amounts in the REO Account) on behalf of the Trustee, and the
Trustee (with respect to Permitted Investments of amounts in the Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest
Reserve Account), shall (and Trustee hereby designates the Master Servicer and
the Special Servicer, as applicable, as the Person that shall) (i) be the
"entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security
entitlement", "control", "certificated security" and "uncertificated security"
shall have the meanings given such terms in Revised Article 8 (1994 Revision)
of the UCC, and "control" of any Permitted Investment by the Master Servicer or
the Special Servicer shall constitute "control" by a Person designated by, and
acting on behalf of the Trustee for purposes of Revised Article 8 (1994
Revision) of the UCC. In the event amounts on deposit in an Investment Account
are at any time invested in a Permitted Investment payable on demand, the
Master Servicer (in the case of the Certificate Account, any Lock-Box Account,
or any Cash Collateral Account), the Special Servicer (in the case of the REO
Account) and the Trustee (in the case of the Distribution Account, the Excess
Liquidation Proceeds Reserve Account and the Interest Reserve Account) shall:

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

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

     (b) Whether or not the Master Servicer directs the investment of funds in
the Certificate Account, and to the extent the Master Servicer directs the
investment of funds in any Lock-Box Account or any Cash Collateral Account,
interest and investment income realized on funds deposited in each such
Investment Account, to the extent of the Net Investment Earnings, if any, with
respect to such account for each Collection Period, shall be for the sole and
exclusive benefit of the Master Servicer and shall be subject to its
withdrawal, or withdrawal at its direction, in accordance with Section 3.05(a).
Interest and investment income realized on funds deposited in the Distribution
Account, the Excess Liquidation Proceeds Reserve Account and the Interest
Reserve Account, to the extent of Net Investment Earnings, if any, with respect
to such account for each Collection Period, shall be for the sole and exclusive
benefit of the Trustee and shall be subject to its withdrawal in accordance
with Section 3.05(b) or (c), as the case may be. Whether or not the Special
Servicer directs the investment of funds in the REO Account, interest and
investment income realized on funds deposited therein, to the extent of the Net
Investment Earnings, if any, for such Investment Account for each Collection
Period, shall be for the sole and exclusive benefit of the Special Servicer and
shall be subject to its withdrawal in accordance with Section 3.16(b). If any
loss shall be incurred in respect of any Permitted Investment on




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deposit in the Certificate Account, and to the extent the Master Servicer has
discretion to direct the investment of funds in any Lock-Box Account or any
Cash Collateral Account for its sole and exclusive benefit, the Master Servicer
shall deposit therein, no later than the end of the Collection Period during
which such loss was incurred, without right of reimbursement, the amount of the
Net Investment Loss, if any, with respect to such account for such Collection
Period. If any loss shall be incurred in respect of any Permitted Investment on
deposit in the Distribution Account, the Excess Liquidation Proceeds Reserve
Account or the Interest Reserve Account, the Trustee shall immediately deposit
therein, without right of reimbursement, the amount of the Net Investment Loss,
if any, with respect to such account. If any loss shall be incurred in respect
of any Permitted Investment on deposit in the REO Account, the Special Servicer
shall promptly deposit therein from its own funds, without right of
reimbursement, no later than the end of the Collection Period during which such
loss was incurred, the amount of the Net Investment Loss, if any, for such
Collection Period

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

     SECTION 3.07 MAINTENANCE OF INSURANCE POLICIES; ERRORS AND OMISSIONS AND
FIDELITY COVERAGE.

     (a) Each of the Master Servicer (in the case of Mortgage Loans other than
Specially Serviced Mortgage Loans) and the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall use reasonable efforts to cause each
Mortgagor to maintain in respect of the related Mortgaged Property all
insurance coverage as is required under the related Mortgage; provided that if
any Mortgage permits the holder thereof to dictate to the Mortgagor the
insurance coverage to be maintained on such Mortgaged Property, the Master
Servicer or the Special Servicer, as appropriate, shall impose such insurance
requirements as are consistent with the Servicing Standard. If a Mortgagor
fails to maintain such insurance, the Master Servicer (at the direction of the
Special Servicer in the case of a Specially Serviced Loan) shall (to the extent
available at commercially reasonable terms) obtain such insurance (which may be
through a master or single interest policy) and the cost (including any
deductible relating to such insurance) of such insurance (or in the case of a
master or single interest policy, the incremental cost (including any
deductible relating to such insurance) of such insurance relating to the
specific Mortgaged Property), shall be a Servicing Advance and shall be
recoverable by the Master Servicer pursuant to Section 3.05(a). If at any time
a Mortgaged Property is located in an area identified in the Flood Hazard
Boundary Map or Flood Insurance Rate Map issued by the Federal Emergency
Management Agency as having special flood hazards or it becomes located in such
area by virtue of remapping conducted by such agency (and flood insurance has
been made available), the Master Servicer (or in the case of a Specially
Serviced Loan, the Special Servicer) shall, if and to the extent that the
Mortgage Loan requires the Mortgagor or permits the mortgagee to require the
Mortgagor to do so, use reasonable efforts to cause the related Mortgagor to
maintain a flood insurance policy meeting the requirements of the current
guideline




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

     (b) (i) If the Master Servicer or the Special Servicer obtains and
maintains a blanket policy insuring against hazard losses on all of the
Mortgaged Properties and/or REO Properties for which it is responsible to cause
the maintenance of insurance hereunder, then, to the extent such policy
provides protection equivalent to the individual policies otherwise required,
the Master Servicer or the Special Servicer, as the case may be, shall
conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on such Mortgaged Properties and/or REO Properties.
Such policy may contain a deductible clause (not in excess of a customary
amount), in which case the Master Servicer or the Special Servicer, as
appropriate, shall, if there shall not have been maintained on a Mortgaged
Property or an REO Property a hazard insurance policy complying with the
requirements of Section 3.07(a), and there shall have been one or more losses
which would have been covered by such policy,



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<PAGE>

promptly deposit into the Certificate Account (or into the Servicing Account if
insurance proceeds are to be applied to the repair or restoration of the
applicable Mortgaged Property or disbursed to the related Mortgagor) from its
own funds the amount not otherwise payable under the blanket policy because of
such deductible clause to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, or, in the
absence of any such deductible limitation, the deductible limitation which is
consistent with the Servicing Standard. The Master Servicer and the Special
Servicer each agrees to prepare and present, on behalf of itself, the Trustee
and Certificateholders, claims under any such blanket policy maintained by it
in a timely fashion in accordance with the terms of such policy.

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

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

     (d) All insurance coverage required to be maintained by the Master
Servicer or Special Servicer, as applicable, under this Section 3.07 shall be
obtained from Qualified Insurers



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having a claims paying ability rating (or the obligations of which are
guaranteed or backed by a company having such claims paying ability rating or
insurance financial strength rating, as applicable) of not less than (x) "A" by
Standard & Poor's and (y) "A" by Fitch (or, if not rated by Fitch, rated A-IX
or better by A.M. Best); provided, however, that the requirements of clauses
(x) and (y) shall not be applicable with respect to Standard & Poor's or Fitch,
as applicable, if the related Rating Agency shall have confirmed in writing
that an insurance company with a lower claims paying ability rating shall not
result, in and of itself, in a downgrade, qualification or withdrawal of the
then current ratings by such Rating Agency of any class of Certificates.

     SECTION 3.08 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS;
SUBORDINATE FINANCING; DEFEASANCE.

     (a) As to each Mortgage Loan which 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
          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 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
Special Servicer, on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.20(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to any such sale or other
transfer, in a manner consistent with the Servicing Standard. In the event that
the Special Servicer intends or is required, in accordance with the preceding
sentence, the Mortgage Loan documents or applicable law, to permit the transfer
of any Mortgaged Property, the Special Servicer, if consistent with the
Servicing Standard, may enter into an assumption and modification agreement
with the Person to whom the related Mortgaged Property has been or is intended
to be conveyed or may enter into a substitution of liability agreement,
pursuant to which the original Mortgagor and any original guarantors are
released from liability, and the transferee and any new guarantors are
substituted therefor and become liable under the Mortgage Note and any related
guaranties and, in connection therewith, may require from the related Mortgagor
a reasonable and customary fee for the additional services performed by it,
together with reimbursement for any related costs and expenses incurred by it
(but only to the extent that charging such fee and entering into such
assumption and modification agreement will not be a significant modification of
the Mortgage Loan for purposes of the REMIC Provisions). The Special Servicer
shall promptly notify the Trustee of any such agreement and forward the
original thereof to the Trustee for inclusion in the related Mortgage File.
Subject to Section 3.20(a), if the Special Servicer intends or is required to
permit the transfer of any Mortgaged Property and enter into an assumption
agreement or a substitution of liability agreement, as the case may be, in
accordance with the foregoing, the Special Servicer shall submit to (A) Fitch,
in the case of any Mortgage Loan that has, or any Mortgage Loan that is part of
a Related Borrower Group that has, one of the then-ten highest outstanding
principal balances in the Mortgage Pool; and (B) Standard & Poor's, in the case
of any Mortgage Loan or any group of Cross-Collateralized Mortgage Loans



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that has, or any Mortgage Loan that is part of a Related Borrower Group that
has, an outstanding principal balance in excess of 5% of the then outstanding
principal balance of the Mortgage Pool a copy of such documentation and any
information with respect to such action as the Special Servicer deems
appropriate or as such Rating Agency may reasonably request, and shall obtain
Rating Agency Confirmation from Fitch (in the case of any Mortgage Loan
described in clause (A) above) and Standard & Poor's (in the case of any
Mortgage Loan described in clause (B) above) prior to executing such assumption
agreement or substitution of liability agreement; provided, however, that Fitch
may, within five (5) Business Days of its receipt of a copy of such
documentation and such information, reasonably request additional information
with respect to such waiver or reasonably object to such waiver, and if the
Special Servicer shall not have received any such request for additional
information or any such objections to the waiver within such five (5) Business
Days and shall not have received such Rating Agency Confirmation from Fitch
within ten (10) Business Days of such Rating Agency's receipt of a copy of such
documentation and such information, such Rating Agency Confirmation shall be
deemed to have been delivered to the Special Servicer by Fitch.

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

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

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

then, for so long as such Mortgage Loan is included in the Trust Fund, the
Special Servicer on behalf of the Trustee as the mortgagee of record, shall
exercise (or, subject to Section 3.20(a)(iv), waive its right to exercise) any
right it may have with respect to such Mortgage Loan (x) to accelerate the
payments thereon, or (y) to withhold its consent to the creation of any such
additional lien or other encumbrance, in a manner consistent with the Servicing
Standard; provided, however that the Special Servicer shall not waive its right
to exercise any such right when such right arises as a result of the imposition
of a lien against a Mortgaged Property which lien secures additional
indebtedness or a mechanic's or similar lien not permitted under the related
Mortgage Loan documents unless the Special Servicer shall submit to (A) Fitch
(but only in the case of any Mortgage Loan that has, or any Mortgage Loan that
is part of a Related Borrower Group that has, one of the then-ten highest
outstanding principal balances in the Mortgage Pool), and (B) Standard & Poor's
(in all cases) a copy of the documentation under which any such lien would
arise together with such other information with respect to such proposed waiver
as the Special Servicer deems appropriate or as such Rating Agency may
reasonably request, and shall obtain Rating Agency Confirmation from Fitch (in
the case of any Mortgage Loan described in clause (A) above) and Standard &
Poor's prior to waiving any such right; provided, however, that Fitch may,
within five (5) Business Days of its receipt of a copy of such documentation
and such information, reasonably request additional information with respect to
such waiver or reasonably object to such waiver, and if the Special Servicer
shall not have received any such request for additional information or any such
objections to the waiver within such five (5) Business Days and shall not have
received such Rating Agency



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Confirmation from Fitch within ten (10) Business Days of such Rating Agency's
receipt of a copy of such documentation and such information, such Rating
Agency Confirmation shall be deemed to have been delivered to the Special
Servicer by Fitch.

     (c) With respect to any Mortgage Loan which permits release of Mortgaged
Properties through a Defeasance Option, the Master Servicer shall, to the
extent consistent with and permitted by the applicable Mortgage Loan documents,
permit (or, if the terms of such Mortgage Loan permit the lender to require
defeasance, the Master Servicer shall require) the exercise of such Defeasance
Option on any Due Date occurring more than two years after the Startup Day (the
"Release Date"), subject to the following conditions:

          (i) No event of default exists under the related Mortgage Note;

          (ii) The Mortgagor pays on such Release Date (A) all interest accrued
     and unpaid on the Principal Balance of the Mortgage Note to and including
     the Release Date; (B) all other sums, excluding scheduled interest or
     principal payments due under the Mortgage Note and (C) any costs and
     expenses incurred in connection with such release;

          (iii) The Mortgagor has delivered Defeasance Collateral providing
     payments on or prior to all successive scheduled payment dates from the
     Release Date to the related Maturity Date, and in an amount equal to or
     greater than the scheduled payments due on such dates under the Mortgage
     Loan;

          (iv) The Mortgagor shall have delivered a security agreement granting
     the Trust Fund a first priority security interest in the Defeasance
     Collateral;

          (v) The Master Servicer shall have received an Opinion of Counsel
     from the related Mortgagor (which shall be an expense of the related
     Mortgagor) to the effect that the Trust Fund has a first priority security
     interest in the Defeasance Collateral and that the assignment thereof is
     valid and enforceable;

          (vi) The Master Servicer shall have obtained at the related
     Mortgagor's expense a certificate from an Independent certified public
     accountant certifying that the Defeasance Collateral complies with the
     requirements of the related Mortgage Note;

          (vii) The Master Servicer shall have obtained an Opinion of Counsel
     from the related Mortgagor to the effect that such release will not cause
     any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at any
     time that any Certificates are outstanding or cause a tax to be imposed on
     the Trust Fund under the REMIC Provisions;

          (viii) The related borrower shall have provided evidence to the
     Master Servicer demonstrating that the lien of the related Mortgage is
     being released to facilitate the disposition of the Mortgaged Property or
     another customary commercial transaction, and not as part of an
     arrangement to collateralize the Certificates issued by the related REMIC
     with obligations that are not real estate mortgages;



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          (ix) If required by the terms of such Mortgage Loan, (A) the Master
     Servicer shall have received Rating Agency Confirmation from Standard &
     Poor's with respect to the exercise of such Defeasance Option, provided
     that if the Master Servicer provides Standard & Poor's with the written
     certification substantially in the form of Exhibit O attached hereto, the
     Master Servicer shall be required to have received such Rating Agency
     Confirmation from Standard & Poor's only as to any Mortgage Loan that has
     an outstanding principal balance in excess of the lesser of (1) $5,000,000
     or (2) 1% of the then outstanding principal balance of the Mortgage Pool,
     and (B) the Master Servicer shall have received Rating Agency Confirmation
     from Fitch with respect to the exercise of such Defeasance Option only as
     to any Mortgage Loan that has, or any Mortgage Loan that is part of a
     Related Borrower Group that has, one of the then-ten highest outstanding
     principal balances in the Mortgage Pool; and

          (x) if the Defeasance Option is being exercised to release less than
     all of the Mortgaged Properties securing either a Cross-Collateralized
     Mortgage Loan or a Mortgage Loan secured by multiple Mortgaged Properties,
     the related borrower shall have provided evidence satisfactory to both the
     Master Servicer and the Special Servicer that demonstrates compliance with
     any debt service coverage ratio, loan-to-value ratio or other financial
     tests or conditions specified in the applicable Mortgage Loan in
     connection with the exercise of such Defeasance Option.

     (d) Nothing in this Section 3.08 shall constitute a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any
assumption of a Mortgage Loan, any sale or other transfer of the related
Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.

     (e) Except as otherwise permitted by Section 3.20, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend any
term of any Mortgage Loan in connection with the taking of, or the failure to
take, any action pursuant to this Section 3.08.

     (f) In the event that the Master Servicer receives a request from any
Mortgagor for consent to (i) the transfer of a Mortgaged Property or assumption
of a Mortgage Loan pursuant to Section 3.08(a) or (ii) the creation of an
additional lien or encumbrance on a Mortgaged Property pursuant to Section
3.08(b), the Master Servicer shall notify the Special Servicer of such request
and furnish to the Special Servicer any applicable transfer, assumption,
encumbrance or related documentation which the Master Servicer has received in
connection with such request.



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     SECTION 3.09 REALIZATION UPON DEFAULTED MORTGAGE LOANS.

     (a) The Master Servicer shall notify the Special Servicer of the
occurrence of a Servicing Transfer Event in respect of any Mortgage Loan. The
Special Servicer shall monitor such Specially Serviced Mortgage Loan, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related Mortgaged Property,
initiate corrective action in cooperation with the Mortgagor if, in the Special
Servicer's judgment, cure is likely, and take such other actions (including
without limitation, negotiating and accepting a discounted payoff of a Mortgage
Loan) as are consistent with the Servicing Standard. If, in the Special
Servicer's judgment, such corrective action has been unsuccessful, no
satisfactory arrangement can be made for collection of delinquent payments, and
the Defaulted Mortgage Loan has not been released from the Trust Fund pursuant
to any provision hereof, then the Special Servicer shall, subject to
subsections (b) through (d) of this Section 3.09, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert (which may include an REO Acquisition) the ownership of
property securing such Mortgage Loan. The foregoing is subject to the provision
that, in any case in which a Mortgaged Property shall have suffered damage from
an Uninsured Cause, the Master Servicer and the Special Servicer shall have the
right but not the obligation to expend its own funds toward the restoration of
such property if it shall determine in its reasonable discretion (i) that such
restoration will increase the net proceeds of liquidation of such Mortgaged
Property to Certificateholders after reimbursement to itself for such expenses,
and (ii) that such expenses will be recoverable by the Master Servicer or
Special Servicer, as the case may be, out of the proceeds of liquidation of
such Mortgaged Property, as contemplated in Section 3.05(a). The Special
Servicer (or, subject to Section 3.19(c), the Master Servicer) shall advance
all other costs and expenses incurred by it in any such proceedings, subject to
its being entitled to reimbursement therefor as a Servicing Advance as provided
in Section 3.05(a) and further subject to its being entitled to pay out of the
related Liquidation Proceeds any Liquidation Expenses incurred in respect of
any Mortgage Loan, which Liquidation Expenses were outstanding at the time such
proceeds are received. When applicable state law permits the Special Servicer
to select between judicial and non-judicial foreclosure in respect of any
Mortgaged Property, the Special Servicer shall make such selection in a manner
consistent with the Servicing Standard. Nothing contained in this Section 3.09
shall be construed so as to require the Special Servicer, on behalf of the
Trust Fund, to make a bid on any Mortgaged Property at a foreclosure sale or
similar proceeding that is in excess of the fair market value of such property,
as determined by the Special Servicer in its sole judgment taking into account
the factors described in Section 3.18(e) and the results of any Appraisal
obtained pursuant to this Agreement, all such bids to be made in a manner
consistent with the Servicing Standard. If and when the Master Servicer or the
Special Servicer deems it necessary and prudent for purposes of establishing
the fair market value of any Mortgaged Property securing a Defaulted Mortgage
Loan, whether for purposes of bidding at foreclosure or otherwise, the Master
Servicer or the Special Servicer, as the case may be, is authorized to have an
Appraisal performed with respect to such property (the cost of which Appraisal
shall be covered by, and reimbursable as, an Additional Trust Fund Expense).



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     (b) The Special Servicer shall not acquire any personal property pursuant
to this Section 3.09 (with the exception of cash or cash equivalents pledged as
collateral for a Mortgage Loan) unless either:

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

          (ii) the Special Servicer shall have obtained an Opinion of Counsel
     (the cost of which may be withdrawn from the Certificate Account pursuant
     to Section 3.05(a)) to the effect that the holding of such personal
     property by the Trust Fund will not (subject to Section 10.01(f)) cause
     the imposition of a tax on the Trust Fund under the REMIC Provisions or
     cause any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC
     at any time that any Certificate is outstanding.

     (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trustee, initiate foreclosure
proceedings, obtain title to a Mortgaged Property in lieu of foreclosure or
otherwise, have a receiver of rents appointed with respect to any Mortgaged
Property, or take any other action with respect to any Mortgaged Property, if,
as a result of any such action, the Trustee, on behalf of the
Certificateholders, would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of CERCLA or any comparable law, unless
(as evidenced by an Officer's Certificate to such effect delivered to the
Trustee) the Special Servicer has previously received an Environmental
Assessment in respect of such Mortgaged Property prepared within the twelve
months preceding such determination by a Person who regularly conducts
Environmental Assessments and the Special Servicer, based solely (as to
environmental matters and related costs) on the information set forth in such
Environmental Assessment, determines that:

          (i) the Mortgaged Property is in compliance with applicable
     environmental laws and regulations or, if not, that acquiring such
     Mortgaged Property and taking such actions as are necessary to bring the
     Mortgaged Property in compliance therewith is reasonably likely to produce
     a greater recovery to Certificateholders on a present value basis than not
     acquiring such Mortgaged Property and not taking such actions; and

          (ii) there are no circumstances or conditions present at the
     Mortgaged Property relating to the use, management or disposal of
     Hazardous Materials for which investigations, testing, monitoring,
     containment, clean-up or remediation could be required under any
     applicable environmental laws and regulations or, if such circumstances or
     conditions are present for which any such action could be required, that
     acquiring such Mortgaged Property and taking such actions with respect to
     such Mortgaged Property is reasonably likely to produce a greater recovery
     to Certificateholders on a present value basis than not acquiring such
     Mortgaged Property and not taking such actions.

The cost of any such Environmental Assessment, as well as the cost of any
remedial, corrective or other further action contemplated by clause (i) and/or
clause (ii) of the preceding sentence,




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may be withdrawn from the Certificate Account by the Master Servicer at the
direction of the Special Servicer as an expense of the Trust Fund pursuant to
Section 3.05(a); and if any such Environmental Assessment so warrants, the
Special Servicer shall, at the expense of the Trust Fund, perform such
additional environmental testing as are consistent with the Servicing Standard
to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied.

     (d) If the environmental testing contemplated by subsection (c) above
establishes that either of the conditions set forth in clauses (i) and (ii) of
the first sentence thereof has not been satisfied with respect to any Mortgaged
Property securing a Defaulted Mortgage Loan, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust
Fund (other than proceeding to acquire title to the Mortgaged Property) and is
hereby authorized at such time as it deems appropriate to release all or a
portion of such Mortgaged Property from the lien of the related Mortgage.

     (e) The Special Servicer shall provide written reports monthly to the
Master Servicer (who shall forward such reports to the Trustee, who shall
forward such reports to the Certificateholders) regarding any actions taken by
the Special Servicer with respect to any Mortgaged Property securing a
Defaulted Mortgage Loan as to which the environmental testing contemplated in
subsection (c) above has revealed that either of the conditions set forth in
clauses (i) and (ii) of the first sentence thereof has not been satisfied, in
each case until the earliest to occur of satisfaction of both such conditions,
removal of the related Mortgage Loan from the Trust Fund and release of the
lien of the related Mortgage on such Mortgaged Property.

     (f) The Special Servicer shall report to the Internal Revenue Service and
the related Mortgagor, in the manner required by applicable law, the
information required to be reported regarding any Mortgaged Property which is
abandoned or foreclosed, information returns with respect to the receipt of
mortgage interests received in a trade or business and the information returns
relating to cancellation of indebtedness income with respect to any Mortgaged
Property required by Sections 6050J, 6050H and 6050P, respectively, of the
Code. Such reports shall be in form and substance sufficient to meet the
reporting requirements imposed by Sections 6050J, 6050H and 6050P of the Code.
The Special Servicer shall deliver a copy of any such report upon request to
the Trustee.

     (g) The Special Servicer shall have the right to determine, in accordance
with the Servicing Standard, the advisability of the maintenance of an action
to obtain a deficiency judgment if the state in which the Mortgaged Property is
located and the terms of the Mortgage Loan permit such an action.

     (h) The Special Servicer shall maintain accurate records of each Final
Recovery Determination in respect of a Defaulted Mortgage Loan or REO Property
and the basis thereof. Each Final Recovery Determination shall be evidenced by
an Officer's Certificate delivered to the Trustee no later than the 10th
Business Day following such Final Recovery Determination.



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     SECTION 3.10 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer or the Special Servicer of a notification that payment in full
shall be escrowed in a manner customary for such purposes, the Master Servicer
or the Special Servicer, as the case may be, will immediately notify the
Trustee and request delivery of the related Mortgage File. Any such notice and
request shall be in the form of a Request for Release signed by a Servicing
Officer and shall include a statement to the effect that all amounts received
or to be received in connection with such payment which are required to be
deposited in the Certificate Account pursuant to Section 3.04(a) have been or
will be so deposited. Within seven Business Days (or within such shorter period
as release can reasonably be accomplished if the Master Servicer or the Special
Servicer notifies the Trustee of an exigency) of receipt of such notice and
request, the Trustee shall release, or cause any related Custodian to release,
the related Mortgage File to the Master Servicer or the Special Servicer,
whichever requested it. No expenses incurred in connection with any instrument
of satisfaction or deed of reconveyance shall be chargeable to the Certificate
Account.

     (b) From time to time as is appropriate for servicing or foreclosure of
any Mortgage Loan, the Master Servicer or the Special Servicer may deliver to
the Trustee a Request for Release signed by a Servicing Officer thereof. Upon
receipt of the foregoing, the Trustee shall deliver or cause the related
Custodian to deliver, the Mortgage File or any document therein to the Master
Servicer or the Special Servicer, as the case may be. Upon return of such
Mortgage File or such document to the Trustee or the related Custodian, or the
delivery to the Trustee of a certificate of a Servicing Officer stating that
such Mortgage Loan was liquidated and that all amounts received or to be
received in connection with such liquidation which are required to be deposited
into the Certificate Account pursuant to Section 3.04(a) have been or will be
so deposited, or that such Mortgage Loan has become an REO Property, the
Request for Release shall be released by the Trustee to the Master Servicer or
the Special Servicer, as applicable.

     (c) Within three Business Days (or within such shorter period as delivery
can reasonably be accomplished if the Special Servicer notifies the Trustee of
an exigency) of receipt thereof, the Trustee shall execute and deliver to the
Special Servicer any court pleadings, requests for trustee's sale or other
documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. The Special
Servicer shall be responsible for the preparation of all such documents and
pleadings. When submitted to the Trustee for signature, such documents or
pleadings shall be accompanied by a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and that
the execution and delivery thereof by the Trustee will not invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.



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     SECTION 3.11 SERVICING COMPENSATION; NONRECOVERABLE SERVICING ADVANCES.

     (a) As compensation for its activities hereunder, the Master Servicer
shall be entitled to receive the Servicing Fee with respect to each Mortgage
Loan and REO Loan. As to each Mortgage Loan and REO Loan, the Servicing Fee
shall accrue from time to time at the Servicing Fee Rate and shall be computed
on the same basis and the same principal amount respecting which any related
interest payment due on such Mortgage Loan or deemed to be due on such REO Loan
is computed. The Servicing Fee with respect to any Mortgage Loan or REO Loan
shall cease to accrue if a Liquidation Event occurs in respect thereof. The
Servicing Fee shall be payable monthly, on a loan-by-loan basis, from payments
of interest on each Mortgage Loan, REO Revenues allocable as interest on each
REO Loan and the interest portion of Delinquency Advances on each Mortgage Loan
and REO Loan. The Master Servicer shall be entitled to recover unpaid Servicing
Fees in respect of any Mortgage Loan or REO Loan out of that portion of related
Insurance Proceeds or Liquidation Proceeds allocable as recoveries of interest,
to the extent permitted by Section 3.05(a). The right to receive the Servicing
Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement.

     (b) Additional servicing compensation in the form of assumption fees,
modification fees, earnout fees, charges for beneficiary statements or demands,
amounts collected for checks returned for insufficient funds and any similar or
ancillary fees (excluding any other amounts relating to Prepayment Premiums),
in each case to the extent actually paid by a Mortgagor with respect to a
Mortgage Loan that is not a Specially Serviced Mortgage Loan, is not required
to be deposited in the Certificate Account and, to the extent not required to
be paid to the Special Servicer pursuant to Section 3.11(d), may be retained by
the Master Servicer. The Master Servicer shall also be entitled to additional
servicing compensation in the form of (i) any Prepayment Interest Excesses,
Balloon Payment Interest Excesses, and further to the extent received on
Mortgage Loans other than Specially Serviced Mortgage Loans, any Penalty
Charges not allocable to pay Advance Interest collected on the Mortgage Loans;
(ii) interest or other income earned on deposits in the Investment Accounts
(other than the REO Account), in accordance with Section 3.06(b) (but only to
the extent of the Net Investment Earnings, if any, with respect to each such
Investment Account for each Collection Period), and (iii) to the extent not
required to be paid to any Mortgagor under applicable law or under the related
Mortgage, any interest or other income earned on deposits in the Servicing
Accounts and Reserve Accounts maintained thereby. The Master Servicer shall be
required to pay out of its own funds all overhead and general and
administrative expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts due
and owing to any of Sub-Servicers retained by it and the premiums for any
blanket policy insuring against hazard losses pursuant to Section 3.07(b)), if
and to the extent such expenses are not payable directly out of the Certificate
Account, and the Master Servicer shall not be entitled to reimbursement
therefor except as expressly provided in this Agreement.

     (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Special Servicing Fee with respect to each
Specially Serviced Mortgage Loan and each REO Loan. As to each Specially
Serviced Mortgage Loan and each REO Loan,



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<PAGE>

the Special Servicing Fee shall accrue from time to time at the Special
Servicing Fee Rate on the same basis and the same principal amount respecting
which any related interest payment due on such Specially Serviced Mortgage Loan
or deemed to be due on such REO Loan is computed. The Special Servicing Fee
with respect to each Specially Serviced Mortgage Loan and each REO Loan shall
cease to accrue as of the date a Liquidation Event occurs in respect thereof.
As to each Specially Serviced Mortgage Loan and each REO Loan, earned but
unpaid Special Servicing Fees shall be payable monthly out of general
collections on the Mortgage Loans and any REO Properties on deposit in the
Certificate Account pursuant to Section 3.05(a).

     As further compensation for its activities hereunder, the Special Servicer
shall be entitled to receive the Workout Fee with respect to each Corrected
Mortgage Loan. As to each Corrected Mortgage Loan, the Workout Fee shall be
payable from, and shall be calculated by application of the Workout Fee Rate
to, each collection of interest and principal received on such Mortgage Loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if a Servicing
Transfer Event occurs with respect thereto or if the related Mortgaged Property
becomes an REO Property; provided that a new Workout Fee will become payable if
and when such Mortgage Loan again becomes a Corrected Mortgage Loan. If the
Special Servicer is terminated other than for cause or resigns in accordance
with Section 6.04, it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans that became Corrected Mortgage Loans
during the period that it acted as Special Servicer and were still such at the
time of such termination or resignation (and the successor Special Servicer
shall not be entitled to any portion of such Workout Fees), in each case until
the Workout Fee for any such loan ceases to be payable in accordance with the
preceding sentence.

     As further compensation for its activities hereunder, the Special Servicer
shall also be entitled to receive a Liquidation Fee with respect to each
Specially Serviced Mortgage Loan or REO Property as to which it receives any
full or discounted payoff or any Liquidation Proceeds (other than in connection
with the purchase of any such Specially Serviced Mortgage Loan or REO Property
by the Special Servicer or the Majority Certificateholder of the Controlling
Class pursuant to Section 3.18 or by the Master Servicer or the Depositor
pursuant to Section 3.18 or by the Master Servicer or the Depositor pursuant to
Section 9.01). As to each such Specially Serviced Mortgage Loan or REO
Property, the Liquidation Fee shall be payable from, and shall be calculated by
application of the Liquidation Fee Rate to, such full or discounted payoff
and/or such Liquidation Proceeds. No Liquidation Fee will be payable with
respect to any Specially Serviced Mortgage Loan solely by virtue of such
Mortgage Loan becoming a Corrected Mortgage Loan. Notwithstanding anything
herein to the contrary, no Liquidation Fee will be payable from, or based upon
the receipt of, Liquidation Proceeds collected as a result of any purchase of a
Specially Serviced Mortgage Loan or REO Property described in the parenthetical
to the first sentence of this paragraph; provided, however, that if any such
Liquidation Proceeds are received with respect to any Corrected Mortgaged Loan,
and the Special Servicer is properly entitled to a Workout Fee therefrom, such
Workout Fee will be payable based on and from the portion of such Liquidation
Proceeds that constitute principal and/or interest.



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<PAGE>

     Notwithstanding anything to the contrary herein, a Liquidation Fee and a
Workout Fee relating to the same Mortgage Loan shall not be paid from the same
proceeds on or with respect to such Mortgage Loan.

     Subject to the Special Servicer's right to employ Sub-Servicers, the
Special Servicer's right to receive the Special Servicing Fee, the Workout Fee
and/or the Liquidation Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Special Servicer's responsibilities
and obligations under this Agreement.

     (d) Additional servicing compensation in the form of (i) all assumption
fees and modification fees received on or with respect to Specially Serviced
Mortgage Loans and (ii) fifty percent (50%) of all assumption fees and earnout
fees received on or with respect to Mortgage Loans that are not Specially
Serviced Mortgage Loans shall be promptly paid by the Master Servicer to the
Special Servicer and shall not be required to be deposited in the Certificate
Account pursuant to Section 3.04(a). Additional servicing compensation in the
form of assumption fees, earnout fees and modification fees that the Master
Servicer is entitled to and that are collected by the Special Servicer, shall
be paid promptly to the Master Servicer by the Special Servicer. The Special
Servicer shall also be entitled to additional servicing compensation in the
form of: (i) to the extent not required to be paid to any Mortgagor under
applicable law, any interest or other income earned on deposits in the REO
Account, any Servicing Accounts and any Reserve Accounts maintained thereby;
and (ii) to the extent not required to be paid to the Master Servicer as
additional servicing compensation pursuant to Section 3.11(b), any Penalty
Charges (to the extent not allocable to pay Advance Interest) collected on the
Specially Serviced Mortgage Loans and REO Loans. The Special Servicer shall be
required to pay out of its own funds all overhead and general and
administrative expenses incurred by it in connection with its servicing
activities hereunder (including, without limitation, payment of any amounts due
and owing to any Sub-Servicers retained by it and the premiums for any blanket
policy obtained by it insuring against hazard losses pursuant to Section
3.07(b)), if and to the extent such expenses are not payable directly out of
the Certificate Account or the REO Account, and the Special Servicer shall not
be entitled to reimbursement except as expressly provided in this Agreement.

     (e) If the Master Servicer or Special Servicer is required under this
Agreement to make a Servicing Advance, but neither does so within 15 days after
such Advance is required to be made, the Trustee shall, to the extent a
Responsible Officer of the Trustee has actual knowledge of such failure by the
Master Servicer or the Special Servicer to make such Advance (subject to
Section 3.11(h) below), make such Advance. If the Trustee fails to make a
Servicing Advance required to be made by it, the Fiscal Agent shall make such
advance (subject to Section 3.11(h) below) within one (1) Business Day of such
failure by the Trustee. The making of such Advance by the Fiscal Agent shall
cure the failure by the Trustee to make such Advance.

     (f) The Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent shall each be entitled to receive interest at the Reimbursement Rate in
effect from time to time, accrued on the amount of each Servicing Advance made
thereby for so long as such Servicing Advance is outstanding, payable, first,
out of Penalty Charges received on the Mortgage Loan or REO Loan as to which
such Servicing Advance was made and, then, once such Servicing



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Advance has been reimbursed pursuant to Section 3.05, out of general
collections on the Mortgage Loans and REO Properties.

     (g) On each Master Servicer Remittance Date, the Master Servicer shall pay
from the related Servicing Fee each Broker Strip Amount by wire transfer in
immediately available funds to an account designated by the Strip Holder.

     (h) Notwithstanding anything to the contrary set forth herein, none of the
Master Servicer, the Special Servicer, the Trustee or the Fiscal Agent shall be
required to make any Servicing Advance that it determines in its reasonable,
good faith judgment would constitute a Nonrecoverable Servicing Advance;
provided, however, that the Special Servicer may make an Emergency Advance
notwithstanding that, at the time such Advance is made, the Special Servicer
may not have adequate information available in order to make a determination
whether or not such advance would, if made, be a Nonrecoverable Servicing
Advance. In addition, Nonrecoverable Servicing Advances (including any
Emergency Advances made pursuant to the proviso of the preceding sentence which
are ultimately determined to be Nonrecoverable Servicing Advances) shall be
reimbursable pursuant to Section 3.05 out of general collections on the
Mortgage Loans and REO Properties on deposit in the Certificate Account. The
determination by the Master Servicer, the Special Servicer or, if applicable,
the Trustee or the Fiscal Agent, that it has made a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be evidenced by an Officer's
Certificate delivered promptly to the Trustee (or, if applicable, retained
thereby) and the Depositor, setting forth the basis for such determination,
together with (if such determination is prior to the liquidation of the related
Mortgage Loan or REO Property) a copy of an Appraisal of the related Mortgaged
Property or REO Property, as the case may be, if an Appraisal shall have been
performed within the twelve months preceding such determination, and further
accompanied by any other information, including, without limitation, engineers'
reports, environmental surveys, inspection reports, rent rolls, income and
expense statements or similar reports, that the Master Servicer or the Special
Servicer may have obtained and that supports such determination. If such an
Appraisal shall not have been required and performed pursuant to the terms of
this Agreement, the Master Servicer, the Special Servicer, the Trustee or the
Fiscal Agent, as the case may be, may, subject to its reasonable and good faith
determination that such Appraisal will demonstrate the nonrecoverability of the
related Advance, obtain an Appraisal for such purpose at the expense of the
Trust Fund. The Trustee or the Fiscal Agent shall be entitled to rely on any
determination of nonrecoverability that may have been made by the Master
Servicer or the Special Servicer with respect to a particular Servicing
Advance, and the Master Servicer shall be entitled to rely on any determination
of nonrecoverability that may have been made by the Special Servicer with
respect to a particular Servicing Advance.

     SECTION 3.12 INSPECTIONS; COLLECTION OF FINANCIAL STATEMENTS.

     (a) The Master Servicer shall perform (or cause to be performed) a
physical inspection of each Mortgaged Property (other than Mortgaged Properties
constituting collateral for Specially Serviced Mortgaged Loans) at such times
and in such manner as are consistent with the Servicing Standard, but in any
event at least once every two years or, if the related Mortgage Loan has a
current balance of greater than $2,000,000, at least once every year. The
Master Servicer shall prepare (or cause to be prepared) a written report of
each such inspection detailing



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the condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property evident from such inspection that the Master
Servicer deems material, (ii) any sale, transfer or abandonment of the
Mortgaged Property evident from such inspection, (iii) any adverse change in
the condition or value of the Mortgaged Property evident from such inspection
that the Master Servicer deems material, or (iv) any waste committed on the
Mortgaged Property evident from such inspection. The Master Servicer, upon
request, shall deliver to the Trustee a copy of each such written report.

     (b) The Special Servicer shall perform (or cause to be performed) a
physical inspection of each Mortgaged Property constituting collateral for a
Specially Serviced Mortgage Loan at such times and in such manner as are
consistent with the Servicing Standard. If any Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then as soon as practicable (and in any event
within 90 days thereafter) the Special Servicer shall perform (or cause to be
performed) a physical inspection of each Mortgaged Property constituting
collateral for such Mortgage Loan. The Special Servicer shall prepare (or cause
to be prepared) a written report of each such inspection detailing the
condition of the Mortgaged Property and specifying the existence of (i) any
vacancy in the Mortgaged Property evident from such inspection that the Special
Servicer deems material, (ii) any sale, transfer or abandonment of the
Mortgaged Property evident from such inspection, (iii) any adverse change in
the condition or value of the Mortgaged Property evident from such inspection
that the Special Servicer deems material, or (iv) any waste committed on the
Mortgaged Property evident from such inspection. The Special Servicer, upon
request, shall deliver to the Trustee and the Master Servicer a copy of each
such written report.

     (c) The Master Servicer (or, in the case of Specially Serviced Mortgage
Loans, the Special Servicer) shall make reasonable efforts to collect promptly
from each Mortgagor (other than a Mortgagor on a Credit Lease Loan) quarterly
and annual operating statements and rent rolls of the related Mortgaged
Property. In addition, the Special Servicer shall make reasonable efforts to
obtain quarterly and annual operating statements and rent rolls with respect to
each REO Property. The Master Servicer and Special Servicer, upon request,
shall each deliver copies of the collected items to the other such party and
the Trustee in each case within 10 days of its receipt of such request.

     SECTION 3.13 ANNUAL STATEMENT AS TO COMPLIANCE.

     Each of the Master Servicer and the Special Servicer will deliver to the
Trustee, with a copy to the Depositor, on or before April 30th of each year,
beginning in 2002, an Officer's Certificate stating, as to the signer thereof,
that (i) a review of the activities of the Master Servicer or the Special
Servicer, as the case may be, during the preceding calendar year and of its
performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such
review, the Master Servicer or the Special Servicer, as the case may be, has
fulfilled in all material respects its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof and (iii) the Master Servicer or the Special
Servicer, as the case may be, has received no notice regarding qualification,
or challenging the status, of the Trust Fund as a REMIC or of the Grantor Trust
as a "grantor trust" under the Grantor Trust Provisions from the Internal
Revenue



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Service or any other governmental agency or body or, if it has received any
such notice, specifying the details thereof. A copy of such Officer's
Certificate may be obtained by Certificateholders upon written request to the
Trustee pursuant to Section 8.12 hereof.

     SECTION 3.14 REPORTS BY INDEPENDENT PUBLIC ACCOUNTANTS.

     On or before April 30th of each year, beginning in 2002, the Master
Servicer at its expense shall cause a firm of independent public accountants
(which may also render other services to the Master Servicer) and that is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Trustee and to the Depositor to the effect that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Master Servicer, which includes an assertion that the Master
Servicer has complied with certain minimum mortgage loan servicing standards
(to the extent applicable to commercial and multifamily mortgage loans),
identified in the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America, with respect to the
servicing of commercial and multifamily mortgage loans during the most recently
completed calendar year and (ii) on the basis of an examination conducted by
such firm in accordance with standards established by the American Institute of
Certified Public Accountants, such representation is fairly stated in all
material respects, subject to such exceptions and other qualifications that may
be appropriate. In rendering its report such firm may rely, as to matters
relating to the direct servicing of commercial and multifamily mortgage loans
by Sub-Servicers, upon comparable reports of firms of independent certified
public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers.

     The Special Servicer will deliver an annual accountants' report only if,
and in such form as may be, requested by the Rating Agencies or if the Special
Servicer and the Master Servicer are not the same Person.

     The Master Servicer and the Special Servicer, to the extent applicable,
will use reasonable efforts to cause the accountants referred to above to
cooperate with the Depositor in conforming any reports delivered pursuant to
this Section 3.14 to requirements imposed by the Commission on the Depositor in
connection with the Commission's issuance of a no-action letter relating to the
Depositor's reporting requirements in respect of the Trust Fund pursuant to the
Exchange Act.

     SECTION 3.15 ACCESS TO CERTAIN INFORMATION.

     Each of the Master Servicer and the Special Servicer shall provide or
cause to be provided to the Trustee, and to the OTS, the FDIC, and any other
federal or state banking or insurance regulatory authority that may exercise
authority over any Certificateholder, access to any documentation regarding the
Mortgage Loans and the Trust Fund within its control which may be required by
this Agreement or by applicable law. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal
business hours at the offices of the Master Servicer or the Special Servicer,
as the case may be, designated by it.


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     SECTION 3.16 TITLE TO REO PROPERTY; REO ACCOUNT.

     (a) If title to any REO Property is acquired, the deed or certificate of
sale shall be issued to the Trustee or its nominee on behalf of the
Certificateholders. The Special Servicer, on behalf of the Trust Fund, shall
attempt to sell any REO Property prior to the close of the third taxable year
of the Trust Fund following the taxable year in which the Trust Fund acquires
ownership of such REO Property for purposes of Section 860G(a)(8) of the Code,
unless the Special Servicer either (i) is granted an extension of time (an "REO
Extension") by the Internal Revenue Service to sell such REO Property or (ii)
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the
Special Servicer, to the effect that the holding by the Trust Fund of such REO
Property subsequent to the close of such period will not (subject to Section
10.01(f)) result in the imposition of taxes on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F of the Code or cause
REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC (for federal (or
any applicable state or local) income tax purposes) at any time that any
Certificates are outstanding. If the Special Servicer is granted the REO
Extension contemplated by clause (i) of the immediately preceding sentence or
obtains the Opinion of Counsel contemplated by clause (ii) of the immediately
preceding sentence, the Special Servicer shall sell such REO Property within
such longer liquidation period as is permitted by such REO Extension or such
Opinion of Counsel, as the case may be. Any expense incurred by the Special
Servicer in connection with its being granted the REO Extension contemplated by
clause (i) of the second preceding sentence or its obtaining the Opinion of
Counsel contemplated by clause (ii) of the second preceding sentence, shall be
an expense of the Trust Fund payable out of the Certificate Account pursuant to
Section 3.05(a).

     (b) The Special Servicer shall cause all funds collected and received in
connection with any REO Property to be held separate and apart from its own
funds and general assets. If any REO Acquisition shall occur, the Special
Servicer shall establish and maintain (or cause to be established and
maintained) one or more accounts (collectively, the "REO Account"), to be held
on behalf of the Trustee in trust for the benefit of the Certificateholders,
for the retention of revenues and other proceeds derived from each REO
Property. The REO Account shall be an Eligible Account and may consist of one
account for some or all of the REO Properties. The Special Servicer shall
deposit, or cause to be deposited, in the REO Account, within two Business Days
of receipt, all REO Revenues, Liquidation Proceeds (net of all Liquidation
Expenses paid therefrom) and Insurance Proceeds received in respect of an REO
Property. The Special Servicer is authorized to pay out of related Liquidation
Proceeds any Liquidation Expenses incurred in respect of an REO Property and
outstanding at the time such proceeds are received. Funds in the REO Account
may be invested in Permitted Investments in accordance with Section 3.06. The
Special Servicer shall be entitled to make withdrawals from the REO Account to
pay itself, as additional servicing compensation in accordance with Section
3.11(d), interest and investment income earned in respect of amounts held in
the REO Account as provided in Section 3.06(b) (but only to the extent of the
Net Investment Earnings with respect to the REO Account for any Collection
Period). The Special Servicer shall give notice to the Trustee and the Master
Servicer of the location of any REO Account when first established and of the
new location of such REO Account prior to any change thereof.



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     (c) The Special Servicer shall cause all funds necessary for the proper
operation, management, maintenance, disposition and liquidation of any REO
Property to be withdrawn from the REO Account, but only to the extent of
amounts on deposit in the REO Account relating to such REO Property. Within one
Business Day following the end of each Collection Period, the Special Servicer
shall withdraw from the REO Account and deposit into the Certificate Account or
deliver to the Master Servicer (which shall deposit such amounts into the
Certificate Account) the aggregate of all amounts received in respect of each
REO Property during such Collection Period, net of any withdrawals made out of
such amounts pursuant to Section 3.16 (b) or this Section 3.16(c); provided
that the Special Servicer may retain in the REO Account such portion of
proceeds and collections as may be necessary to maintain a reserve of
sufficient funds for the proper operation, management, maintenance and
disposition of the related REO Property (including without limitation the
creation of a reasonable reserve for repairs, replacements and necessary
capital improvements and other related expenses), such reserve not to exceed an
amount sufficient to cover such items to be incurred during the following
twelve-month period.

     (d) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, the REO Account pursuant to Section 3.16(b) or (c).

     SECTION 3.17 MANAGEMENT OF REO PROPERTY; INDEPENDENT CONTRACTORS.

     (a) Prior to the acquisition of title to any Mortgaged Property securing a
Defaulted Mortgage Loan, the Special Servicer shall review the operation of
such Mortgaged Property and determine the nature of the income that would be
derived from such property if it were acquired by the Trust Fund. If the
Special Servicer determines from such review, in its good faith and reasonable
judgment, that:

          (i) None of the income from Directly Operating such Mortgaged
     Property would be subject to tax as "net income from foreclosure property"
     within the meaning of the REMIC Provisions or would be subject to the tax
     imposed on "prohibited transactions" under Section 860F of the Code
     (either such tax referred to herein as an "REO Tax"), such Mortgaged
     Property may be Directly Operated by the Special Servicer as REO Property;

          (ii) Directly Operating such Mortgaged Property as an REO Property
     could result in income from such property that would be subject to an REO
     Tax, but that a lease of such property to another party to operate such
     property, or the performance of some services by an Independent Contractor
     with respect to such property, or another method of operating such
     property would not result in income subject to an REO Tax, then the
     Special Servicer may (provided, that in the good faith and reasonable
     judgment of the Special Servicer, it is commercially feasible) acquire
     such Mortgaged Property as REO Property and so lease or operate such REO
     Property; or

          (iii) Directly Operating such property as REO Property could result
     in income subject to an REO Tax and, in the good faith and reasonable
     judgment of the



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     Special Servicer, that no commercially feasible means exists to operate
     such property as REO Property without the Trust Fund incurring or possibly
     incurring an REO Tax on income from such property, the Special Servicer
     shall deliver to the Trustee, in writing, a proposed plan (the "Proposed
     Plan") to manage such property as REO Property. Such plan shall include
     potential sources of income, and to the extent commercially feasible,
     estimates of the amount of income from each such source. Within a
     reasonable period of time after receipt of such plan, the Trustee shall
     consult with the Special Servicer and shall advise the Special Servicer of
     the Trust Fund's federal income tax reporting position with respect to the
     various sources of income that the Trust Fund would derive under the
     Proposed Plan. In addition, the Trustee shall (to the maximum extent
     possible) advise the Special Servicer of the estimated amount of taxes
     that the Trust Fund would be required to pay with respect to each such
     source of income. After receiving the information described in the two
     preceding sentences from the Trustee, the Special Servicer shall either
     (A) implement the Proposed Plan (after acquiring the respective Mortgaged
     Property as REO Property) or (B) manage and operate such property in a
     manner that would not result in the imposition of an REO Tax on the income
     derived from such property.

     The Special Servicer's decision as to how each REO Property shall be
managed and operated shall in any event be based on the good faith and
reasonable judgment of the Special Servicer as to which means would (to the
extent commercially feasible) maximize the net after-tax REO Revenues received
by the Trust Fund with respect to such property without materially and
adversely affecting the Special Servicer's ability to sell such REO Property in
accordance with this Agreement and, to the extent consistent with the
foregoing, in accordance with the Servicing Standard. Both the Special Servicer
and the Trustee may consult with counsel knowledgeable in such matters at the
expense of the Trust Fund in connection with determinations required under this
Section 3.17(a). Neither the Special Servicer nor the Trustee shall be liable
to the Certificateholders, the Trust Fund, the other parties hereto or each
other for errors in judgment made in good faith in the reasonable exercise of
their discretion while performing their respective responsibilities under this
Section 3.17(a) or, to the extent it relates to federal income tax consequences
for the Trust Fund, Section 3.17(b) below. Nothing in this Section 3.17(a) is
intended to prevent the sale of a Defaulted Mortgage Loan or REO Property
pursuant to the terms and subject to the conditions of Section 3.18.

     (b) If title to any REO Property is acquired, the Special Servicer shall
manage, conserve, protect and operate such REO Property for the benefit of the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner that does not cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the Code or,
except as permitted by Section 3.17(a), result in the receipt by the Trust Fund
of any "income from non-permitted assets" within the meaning of Section
860F(a)(2)(B) of the Code or any "net income from foreclosure property" which
is subject to taxation under the REMIC Provisions. Subject to the foregoing,
however, the Special Servicer shall have full power and authority to do any and
all things in connection therewith as are in the best interests of and for the
benefit of the Certificateholders (as determined by the Special Servicer in its
good faith and reasonable judgment) and, consistent therewith, shall withdraw
from the REO Account, to the extent of amounts on deposit therein with respect
to each REO Property, funds necessary for the



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proper operation, management, maintenance and disposition of such REO Property,
including, without limitation:

          (i) all insurance premiums due and payable in respect of such REO
     Property;

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

          (iii) any ground rents in respect of such REO Property; and

          (iv) all costs and expenses necessary to maintain such REO Property.

To the extent that amounts on deposit in the REO Account in respect of any REO
Property are insufficient for the purposes set forth in the prior sentence with
respect to such REO Property, the Special Servicer shall advance such amount as
is necessary for such purposes (which advances shall be Servicing Advances)
unless (as evidenced by an Officer's Certificate delivered to the Trustee) such
advances would, if made, constitute Nonrecoverable Servicing Advances;
provided, however, that the Special Servicer shall make any such Servicing
Advance if it is a necessary fee or expense incurred in connection with the
defense or prosecution of legal proceedings and such advance will be deemed to
constitute a recoverable Servicing Advance.

     (c) The Special Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:

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

          (ii) the fees of such Independent Contractor (which shall be an
     expense of the Trust Fund) shall be reasonable and customary in light of
     the nature and locality of the REO Property;

          (iii) any such contract shall require, or shall be administered to
     require, that the Independent Contractor (A) pay, out of related REO
     Revenues, all costs and expenses incurred in connection with the operation
     and management of such REO Property, including, without limitation, those
     listed in subsection (b) hereof, and (B) remit all related REO Revenues
     (net of its fees and such costs and expenses) to the Special Servicer;

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

          (v) the Special Servicer shall be obligated with respect thereto to
     the same extent as if it alone were performing all duties and obligations
     in connection with the operation and management of such REO Property.



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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 indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification.

     SECTION 3.18 SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES.

     (a) The parties hereto may sell or purchase, or permit the sale or
purchase of, a Mortgage Loan or REO Property only on the terms and subject to
the conditions set forth in this Section 3.18 or as otherwise expressly
provided in or contemplated by Sections 2.03(a) and 9.01.

     (b) In the event that any Mortgage Loan becomes a Defaulted Mortgage Loan
and the Special Servicer has determined in good faith that such Defaulted
Mortgage Loan will become subject to foreclosure proceedings, the Special
Servicer shall promptly so notify, in writing, the Master Servicer and the
Trustee, and the Trustee shall so notify, in writing, within 10 days after
receipt of its notice, the Holders of the Controlling Class. The Majority
Certificateholder of the Controlling Class may at its (or their) option
purchase from the Trust Fund, at a price equal to the Purchase Price, any such
Defaulted Mortgage Loan. The Purchase Price for any Defaulted Mortgage Loan
purchased hereunder shall be deposited into the Certificate Account, and the
Trustee, upon receipt of an Officer's Certificate from the Master Servicer to
the effect that such deposit has been made, shall release or cause to be
released to the Majority Certificateholder of the Controlling Class (or any
designee thereof) the related Mortgage File, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Majority Certificateholder of the Controlling Class
(or any designee thereof) ownership of such Defaulted Mortgage Loan (subject,
in the case of an Additional Servicing Fee Mortgage Loan, to the rights of the
applicable Designated Sub-Servicer to sub-service such Mortgage Loan and the
rights of the applicable Designated Sub-Servicer, Archon Financial, L.P. and
the Master Servicer, as applicable, to receive or retain their applicable
portion of the Additional Servicing Fee, in each case, pursuant to the related
Designated Sub-Servicer Agreement). In connection with any such purchase, the
Special Servicer shall deliver the related Credit File to such
Certificateholder(s).

     (c) If the Majority Certificateholder of the Controlling Class has not
purchased any Defaulted Mortgage Loan within 15 days of its having received
notice in respect thereof pursuant to the immediately preceding subsection (b),
either the Special Servicer or, subject to the Special Servicer's prior rights
in such regard, the Master Servicer may at its option, within 15 days after
receipt of such notice, purchase such Defaulted Mortgage Loan from the Trust
Fund, at a price equal to the Purchase Price. The Purchase Price for any
Defaulted Mortgage Loan purchased hereunder shall be deposited into the
Certificate 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 or the Special Servicer,
as applicable, the related Mortgage File, and shall execute and deliver at the
expense of the purchasing party such instruments of transfer or assignment, in
each case without recourse, representation or warranty, as shall be necessary
to vest in the Master Servicer or the Special Servicer, as applicable, such
Defaulted Mortgage Loan (subject, in the case of an Additional Servicing Fee
Mortgage Loan, to the rights of the applicable Designated Sub-Servicer to
sub-service such Mortgage Loan and the rights of the applicable Designated
Sub-Servicer, Archon



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Financial, L.P. and the Master Servicer, as applicable, to receive or retain
their applicable portion of the Additional Servicing Fee, in each case,
pursuant to the related Designated Sub-Servicer Agreement). In connection with
any such purchase by the Master Servicer, the Special Servicer shall deliver
the related Credit File to the Master Servicer.

     (d) The Special Servicer may offer to sell any Defaulted Mortgage Loan not
otherwise purchased by the Majority Certificateholder of the Controlling Class,
the Master Servicer or the Special Servicer pursuant to subsection (b) or (c)
above (and subject to the rights of Designated Sub-Servicers as set forth
therein), if and when the Special Servicer determines, consistent with the
Servicing Standard, that such a sale would produce a greater recovery to
Certificateholders on a present value basis than would liquidation of the
related Mortgaged Property. Such offering shall be made in a commercially
reasonable manner (which, for purposes hereof, includes an offer to sell
without representation or warranty other than customary warranties of title,
loan status, condition and similar customary matters, if liability for breach
thereof is limited to recourse against the Trust Fund) for a period of not less
than 10 days or more than 90 days. Unless the Special Servicer determines that
acceptance of any offer would not be in the best economic interests of the
Trust Fund, the Special Servicer shall accept the highest cash offer received
from any Person that constitutes a fair price for such Mortgage Loan. In the
absence of any offer determined as provided below to be fair, the Special
Servicer shall proceed with respect to such Defaulted Mortgage Loan in
accordance with Section 3.09 and, otherwise, in accordance with the Servicing
Standard.

     The Special Servicer shall use reasonable efforts to solicit offers for
each REO Property on behalf of the Certificateholders, in such manner as will
be reasonably likely to realize a fair price within the time period provided
for by Section 3.16(a). The Special Servicer shall accept the first (and, if
multiple bids are contemporaneously received, highest) cash bid received from
any Person that constitutes a fair price for such REO Property. If the Special
Servicer determines, in its good faith and reasonable judgment, that it will be
unable to realize a fair price for any REO Property within the time constraints
imposed by Section 3.16(a), then the Special Servicer shall dispose of such REO
Property upon such terms and conditions as the Special Servicer shall deem
necessary and desirable to maximize the recovery thereon under the
circumstances and, in connection therewith, shall accept the highest
outstanding cash bid, regardless of from whom received. The Liquidation
Proceeds (net of related Liquidation Expenses) for any REO Property purchased
hereunder shall be deposited in the Certificate Account, except that any
portion of proceeds consisting of Excess Liquidation Proceeds shall be
deposited in the Excess Liquidation Proceeds Reserve Account.

     The Special Servicer shall give the Trustee and the Master Servicer not
less than three Business Days' prior written notice of its intention to sell
any Defaulted Mortgage Loan or REO Property. No Interested Person shall be
obligated to submit a bid to purchase any Defaulted Mortgage Loan or REO
Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Defaulted Mortgage Loan or any REO Property pursuant hereto.

     (e) Whether any cash bid constitutes a fair price for any Defaulted
Mortgage Loan or REO Property, as the case may be, for purposes of Section
3.18(d), shall be determined by the Special Servicer, if the highest bidder is
a Person other than an Interested Person, and by the



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Trustee, if the highest bidder is an Interested Person; provided, however, that
no bid from an Interested Person shall constitute a fair price unless (i) it is
the highest bid received and (ii) at least two other bids are received from
independent third parties. In determining whether any offer received from an
Interested Person represents a fair price for any such Mortgage Loan or REO
Property, the Trustee shall be supplied with and shall rely on the most recent
Appraisal or updated Appraisal conducted in accordance with this Agreement
within the preceding 12-month period or, in the absence of any such Appraisal,
on a narrative appraisal prepared by a Qualified Appraiser retained by the
Special Servicer. Such appraiser shall be selected by the Special Servicer if
the Special Servicer is not making an offer with respect to a Defaulted
Mortgage Loan or REO Property and shall be selected by the Master Servicer if
the Special Servicer is making such an offer. The cost of any such narrative
appraisal shall be covered by, and shall be reimbursable as, a Servicing
Advance. In determining whether any offer from a Person other than an
Interested Person constitutes a fair price for any such Mortgage Loan or REO
Property, the Special Servicer shall take into account (in addition to the
results of any Appraisal, updated Appraisal or narrative Appraisal that it may
have obtained pursuant to this Agreement within the prior 12 months), and in
determining whether any offer from an Interested Person constitutes a fair
price for any such Mortgage Loan or REO Property, any appraiser shall be
instructed to take into account, as applicable, among other factors, the period
and amount of any delinquency on the affected Defaulted Mortgage Loan, the
occupancy level and physical condition of the Mortgaged Property or REO
Property, the state of the local economy and the obligation to dispose of any
REO Property within the time period specified in Section 3.16(a). The Purchase
Price for any Defaulted Mortgage Loan or REO Property shall in all cases be
deemed a fair price.

     (f) Subject to subsections (a) through (e) above, the Special Servicer
shall act on behalf of the Trust Fund in negotiating and taking any other
action necessary or appropriate in connection with the sale of any Defaulted
Mortgage Loan or REO Property, and the collection of all amounts payable in
connection therewith. In connection therewith, the Special Servicer may charge
prospective offerors, and may retain, fees that approximate the Special
Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit
such amounts into the Certificate Account. Any sale of a Defaulted Mortgage
Loan or any REO Property shall be final and without recourse to the Trustee or
the Trust Fund (except such recourse to the Trust Fund imposed by those
representations and warranties typically given in such transactions, any
prorations applied thereto and any customary closing matters), and if such sale
is consummated in accordance with the terms of this Agreement, none of the
Special Servicer, the Master Servicer, the Depositor or the Trustee shall have
any liability to any Certificateholder with respect to the purchase price
therefor accepted by the Special Servicer or the Trustee.

     (g) Any sale of a Defaulted Mortgage Loan or any REO Property shall be for
cash only (unless, as evidenced by an Opinion of Counsel, a sale for other
consideration will not cause an Adverse REMIC Event).

     (h) Notwithstanding any of the foregoing paragraphs of this Section 3.18,
the Special Servicer shall not be obligated to accept the highest cash offer if
the Special Servicer determines, in its reasonable and good faith judgment,
that rejection of such offer would be in the best interests of the
Certificateholders, and the Special Servicer may accept a lower cash offer




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(from any Person other than itself or an Affiliate) if it determines, in its
reasonable and good faith judgment, that acceptance of such offer would be in
the best interests of the Certificateholders (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the
terms offered by the prospective buyer making the lower offer are more
favorable).

     SECTION 3.19 ADDITIONAL OBLIGATIONS OF THE MASTER SERVICER AND THE SPECIAL
SERVICER.

     (a) In connection with each Adjustable Rate Mortgage Loan (and, if and to
the extent applicable, any successor REO Loan), the Master Servicer shall
calculate adjustments in the Mortgage Rate and the Monthly Payment and shall
notify the Mortgagor of such adjustments, all in accordance with the Mortgage
Note and applicable law. In the event the Index for any Adjustable Rate
Mortgage Loan (or successor REO Loan) is not published or is otherwise
unavailable, the Master Servicer shall select a comparable alternative index
with respect to such Adjustable Rate Mortgage Loan (or successor REO Loan) over
which it has no direct control, which is readily verifiable and which is
acceptable under the terms of the related Mortgage Note.

     (b) The Master Servicer and the Special Servicer, as applicable, shall
each deliver to the other and to the Trustee (for inclusion in the Mortgage
File) copies of all Appraisals, environmental reports and engineering reports
(or, in each case, updates thereof) obtained with respect to any Mortgaged
Property or REO Property.

     (c) No more frequently than once per calendar month, the Special Servicer
may require the Master Servicer, and the Master Servicer shall be obligated,
subject to the second following paragraph, to reimburse the Special Servicer
for any Servicing Advances made by but not previously reimbursed to the Special
Servicer, and to pay the Special Servicer interest thereon at the Reimbursement
Rate from the date made to, but not including, the date of reimbursement. Such
reimbursement and any accompanying payment of Advance Interest shall be made
within ten (10) days of the request therefor by wire transfer of immediately
available funds to an account designated by the Special Servicer. Upon the
Master Servicer's reimbursement to the Special Servicer of any Servicing
Advance and payment to the Special Servicer of interest thereon, all in
accordance with this Section 3.19(c), the Master Servicer shall for all
purposes of this Agreement be deemed to have made such Servicing Advance at the
same time as the Special Servicer originally made such Advance, and
accordingly, the Master Servicer shall be entitled to reimbursement for such
Advance, together with interest thereon, at the same time, in the same manner
and to the same extent as the Master Servicer would otherwise have been
entitled if it had actually made such Servicing Advance.

     Notwithstanding anything to the contrary contained in this Agreement, if
the Special Servicer is required under this Agreement to make any Servicing
Advance but does not desire to do so, the Special Servicer may, in its sole
discretion, request that the Master Servicer make such Advance, such request to
be made in writing and in a timely manner that does not materially and
adversely affect the interests of any Certificateholder. Subject to the
following paragraph, the Master Servicer shall have the obligation to make any
such Servicing Advance that it is requested by the Special Servicer to make
within ten days of the Master Servicer's receipt of such request. The Special
Servicer shall be relieved of any obligations with respect to


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an Advance that it requests the Master Servicer to make (regardless of whether
or not the Master Servicer shall make such Advance). The Master Servicer shall
be entitled to reimbursement for any Servicing Advance made by it at the
direction of the Special Servicer, together with Advance Interest thereon, at
the same time, in the same manner and to the same extent as the Master Servicer
is entitled with respect to any other Servicing Advance made thereby. If the
Special Servicer makes any Servicing Advances in accordance with the terms of
this Agreement, the Special Servicer shall notify the Master Servicer in
writing within one Business Day of any such Servicing Advance.

     Notwithstanding the foregoing provisions of this Section 3.19(c), the
Master Servicer shall not be required to make at the Special Servicer's
direction, or to reimburse the Special Servicer for, any Servicing Advance if
the Master Servicer determines in its reasonable, good faith judgment that the
Servicing Advance which the Special Servicer is directing the Master Servicer
to make or to reimburse to the Special Servicer hereunder either (y) although
not characterized by the Special Servicer as a Nonrecoverable Servicing
Advance, is or would be, if made, a Nonrecoverable Servicing Advance, or (z)
the making of such advance was or would be in violation of the Servicing
Standard or the terms and conditions of this Agreement. The Master Servicer
shall notify the Special Servicer in writing of such determination. Such notice
shall not obligate the Special Servicer to make any such proposed Servicing
Advance.

     (d) Upon the earliest of (i) the date on which any Mortgage Loan becomes a
Modified Mortgage Loan, (ii) the 90th day following the occurrence of any
uncured delinquency in Monthly Payments with respect to any Mortgage Loan,
(iii) the date on which a receiver is appointed and continues in such capacity
in respect of the Mortgaged Property securing any Mortgage Loan and (iv) the
date on which the Mortgaged Property securing any Mortgage Loan becomes an REO
Property (each such Mortgage Loan and any related REO Loan, a "Required
Appraisal Loan"), the Special Servicer, shall request and, within 30 days of
the occurrence of such event (or such longer period as the Special Servicer is
(as certified thereby to the Trustee in writing) diligently and in good faith
proceeding to obtain such) obtain an Appraisal of the related Mortgaged
Property; provided, however, that such Appraisal shall not be required if an
Appraisal of such Mortgaged Property had previously been obtained within the
prior twelve months, unless the Special Servicer determines that such
previously obtained Appraisal is materially inaccurate. The cost of any such
Appraisal shall be covered by, and reimbursable as, a Servicing Advance.

     With respect to each Required Appraisal Loan (unless such loan has become
a Corrected Mortgage Loan and no other Servicing Transfer Event, or other event
that would cause the loan to be a Required Appraisal Loan, has occurred), the
Special Servicer shall, within 30 days of each anniversary of such loan's
becoming a Required Appraisal Loan, order an update of the prior Appraisal (the
cost of which will be covered by, and reimbursable as, a Servicing Advance).
Based upon such Appraisal, the Special Servicer shall determine and report to
the Trustee the Appraisal Reduction Amount, if any, with respect to such loan.
The Special Servicer shall deliver a copy of any such Appraisal to the Master
Servicer.

     Notwithstanding the foregoing, if a Required Appraisal Loan has a
principal balance of less than $2,000,000, a desktop estimation of value may be
substituted for any Appraisal otherwise required pursuant to this Section
3.19(d).



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     (e) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the aggregate of all Balloon
Payment Interest Shortfalls incurred in connection with Balloon Payments
received in respect of the Mortgage Loans during the most recently ended
Collection Period.

     (f) The Master Servicer shall deliver to the Trustee for deposit in the
Distribution Account on each Master Servicer Remittance Date, without any right
of reimbursement therefor, an amount equal to the lesser of (i) the aggregate
of all Prepayment Interest Shortfalls incurred in connection with Principal
Prepayments received in respect of the Mortgage Loans during the most recently
ended Collection Period, and (ii) the aggregate Master Servicing Fees received
by the Master Servicer during such Collection Period.

     (g) With respect to all ARD Loans, the Master Servicer shall apply all
Monthly Payments and any other sums due, in accordance with the terms of the
related ARD Loan.

     (h) Subject to Section 3.20(a)(iv), with respect to all ARD Loans, the
Master Servicer and the Special Servicer shall not take any enforcement action
with respect to the payment of Excess Interest or principal in excess of the
principal component of the constant Monthly Payment, other than request for
collection, until the maturity date of the related Mortgage Loan. The foregoing
shall not limit the Servicer and Special Servicer's obligation to establish or
direct the related Mortgagor to establish a Lock-Box Account pursuant to
Section 3.24.

     (i) The Master Servicer shall be entitled to waive the application of any
provision in any ARD Loan that requires that the property manager of the
related Mortgaged Property be discharged if such ARD Loan is not paid in full
on its Anticipated Repayment Date.

     (j) With respect to each Mortgage Loan that upon the occurrence of certain
events permits the Master Servicer to apply the proceeds of the release of any
earnout reserve to the exercise of a Defeasance Option, the Master Servicer
shall only exercise such Defeasance Option in accordance with Section 3.08 of
this Agreement.

     (k) To the extent consistent with the terms of the applicable Mortgage
Loan, the Master Servicer shall exercise its option to apply any proceeds of
the release of the related earnout reserve to prepayment or defeasance, as
applicable, of such Mortgage Loan.

     (l) Upon the application of the proceeds of the release of any earnout
reserve to the prepayment of the related Mortgage Loan, the Master Servicer
shall calculate, based upon the Maturity Date, Mortgage Rate and remaining
outstanding principal balance of such Mortgage Loan, a revised schedule upon
which the remaining amount of principal and interest due upon such Mortgage
Loan shall be amortized until its Maturity Date. The Master Servicer shall
deliver a copy of such revised amortization schedule to the related Mortgagor
with an instruction to thereafter make Monthly Payments in accordance with the
revised schedule.



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     (m) The Master Servicer shall provide written direction to each lessor
under a Ground Lease requesting that upon any default by the lessee, notice
thereof be provided to the Master Servicer to the extent required by the Ground
Lease.

     (n) The Master Servicer and the Special Servicer shall take all such
action as may be required to comply with the terms and conditions precedent to
payment of claims under the Environmental Policy and in order to maintain, in
full force and effect, such policy. Neither the Master Servicer nor the Special
Servicer shall agree to amend the Environmental Policy unless it shall have
obtained Rating Agency Confirmation with respect to such amendment. In
addition, the Master Servicer shall notify each Rating Agency of any claim
under the Environmental Policy.

     (o) With respect to any fees payable to a Rating Agency in connection with
an assumption the Master Servicer or Special Servicer, as applicable, shall not
approve any assumption without requiring the Mortgagor to pay any fees
associated with any Rating Agency Confirmation, to the extent permitted or
required under the applicable Mortgage Loan documents and otherwise consistent
with the Servicing Standard.

     SECTION 3.20 MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS.

     (a) The Master Servicer and the Special Servicer each may agree to any
modification, waiver or amendment of any term of, forgive interest on and
principal of, capitalize interest on, permit the release, addition or
substitution of collateral securing, and/or permit the release of the Mortgagor
on or any guarantor of any Mortgage Loan it is required to service and
administer hereunder, without the consent of the Trustee or any
Certificateholder, subject, however, to each of the following limitations,
conditions and restrictions:

          (i) other than as provided in Sections 3.02 and 3.08, the Master
     Servicer (in such capacity) shall not agree to any modification, waiver or
     amendment of any term of, or take any of the other acts referenced in this
     Section 3.20(a) with respect to, any Mortgage Loan that would (A) affect
     the amount or timing of any related payment of principal, interest or
     other amount payable thereunder, (B) affect the obligation of the related
     Mortgagor to pay any Prepayment Premium or permit a Principal Prepayment
     during any period when the terms of the Mortgage Loan prohibit the making
     of Principal Prepayments or, (C) in the Master Servicer's good faith and
     reasonable judgment, materially impair the security for such Mortgage Loan
     or reduce the likelihood of timely payment of amounts due thereon; the
     Special Servicer (in such capacity) may, however, agree to any
     modification, waiver or amendment of any term of, or take any of the other
     acts referenced in this Section 3.20(a) with respect to, a Specially
     Serviced Mortgage Loan that would have any such effect, but only if, in
     the Special Servicer's reasonable and good faith judgment, a material
     default on such Mortgage Loan has occurred or a default in respect of
     payment on such Mortgage Loan is reasonably foreseeable, and such
     modification, waiver, amendment or other action is reasonably likely to
     produce a greater recovery to Certificateholders on a present value basis,
     than would liquidation;

          (ii) any such action taken by the Special Servicer shall be
     accompanied by an Officer's Certificate to such effect and to which is
     attached the present value



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     calculation which establishes the basis for such determination, a copy of
     which shall be delivered to the Trustee for delivery to the Rating
     Agencies;

          (iii) neither the Master Servicer nor the Special Servicer may extend
     the Stated Maturity Date of any Mortgage Loan beyond the date that is two
     years prior to the Rated Final Distribution Date and, in the case of any
     Mortgage Loan that is secured solely by a Ground Lease, the Master
     Servicer or the Special Servicer, as the case may be, shall give due
     consideration to the remaining term of such Ground Lease prior to
     extending the Stated Maturity Date of the Mortgage Loan;

          (iv) neither the Master Servicer nor the Special Servicer shall make
     or permit any modification, waiver or amendment of any term of, or take
     any of the other acts referenced in this Section 3.20(a) or clause (h) of
     Section 3.19 with respect to, any Mortgage Loan that would (A) cause REMIC
     I, REMIC II or REMIC III to fail to qualify as a REMIC under the Code or
     (subject to Section 10.01(f)) result in the imposition of any tax on
     "prohibited transactions" or "contributions" after the Startup Day of any
     such REMIC under the REMIC Provisions or (B) cause any Mortgage Loan to
     cease to be a "qualified mortgage" within the meaning of Section
     860G(a)(3) of the Code (neither the Master Servicer nor the Special
     Servicer shall be liable for judgments as regards decisions made under
     this subsection which were made in good faith and, unless it would
     constitute bad faith or negligence to do so, each of the Master Servicer
     and the Special Servicer may rely on opinions of counsel in making such
     decisions);

          (v) neither the Master Servicer nor the Special Servicer shall permit
     any Mortgagor to add or substitute any collateral for an outstanding
     Mortgage Loan, which collateral constitutes real property, unless the
     Master Servicer or the Special Servicer, as the case may be, shall have
     first determined, in its reasonable and good faith judgment, based upon an
     Environmental Assessment performed within the twelve months prior to such
     determination (and such additional environmental testing as the Master
     Servicer or Special Servicer, as the case may be, deems necessary and
     appropriate) prepared by an Independent Person who regularly conducts
     Environmental Assessments (and such additional environmental testing), at
     the expense of the Mortgagor, that such additional or substitute
     collateral is in compliance with applicable environmental laws and
     regulations and that there are no circumstances or conditions present with
     respect to such new collateral relating to the use, management or disposal
     of any Hazardous Materials for which investigation, testing, monitoring,
     containment, clean-up or remediation would be required under any then
     applicable environmental laws and/or regulations;

          (vi) neither the Master Servicer nor the Special Servicer shall
     release or substitute any collateral securing an outstanding Mortgage Loan
     except as provided in Sections 3.08 and 3.09(d) and except in the case of
     a release where (A) the use of the collateral to be released will not, in
     the Master Servicer's or Special Servicer's, as the case may be, good
     faith and reasonable judgment, materially and adversely affect the Net
     Operating Income being generated by or the use of the related Mortgaged
     Property, (B) there is a corresponding principal paydown of such Mortgage
     Loan in an amount at least equal to, or a delivery of substitute
     collateral with an Appraised Value at least equal to,



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     the Appraised Value of the collateral to be released, (C) the remaining
     Mortgaged Property and any substitute collateral is, in the Master
     Servicer's or Special Servicer's, as the case may be, good faith and
     reasonable judgment, adequate security for the remaining Mortgage Loan and
     (D) the Master Servicer or Special Servicer, as applicable, has received
     Rating Agency Confirmation with respect to such release or substitution;
     provided that (x) the limitations, conditions and restrictions set forth
     in clauses (i) through (vi) above shall not apply to any modification of
     any term of any Mortgage Loan or any other acts referenced in this Section
     3.20(a) that is required under the terms of such Mortgage Loan in effect
     on the Closing Date and that is solely within the control of the related
     Mortgagor, and (y) notwithstanding clauses (i) through (vi) above, neither
     the Master Servicer nor the Special Servicer shall be required to oppose
     the confirmation of a plan in any bankruptcy or similar proceeding
     involving a Mortgagor if in their reasonable and good faith judgment such
     opposition would not ultimately prevent the confirmation of such plan or
     one substantially similar. Neither the Master Servicer nor the Special
     Servicer may extend the Maturity Date on any Mortgage Loan except pursuant
     to this Section 3.20(a) or as otherwise required under the related loan
     documents;

          (vii) the Master Servicer shall not consent to any assumption of a
     Mortgage Loan or release of any earnout reserve amounts with respect to
     any Specified Earnout Reserve Loan unless the Special Servicer shall have
     approved such assumption or release in writing; and

          (viii) the Master Servicer shall not consent to (A) any waiver
     related to the conditions for release or establishment of a letter of
     credit with respect to any Specified Letter of Credit Loan, (B) any waiver
     related to the conditions to be satisfied with respect to any Specified
     Trigger Event Loan (including waivers relating to the release, reduction
     or termination of reserves (other than reserves included on clause (vii)
     above)), (C) any waivers relating to the establishment of reserves, (D)
     waivers of any requirements regarding additional collateral or (E) waivers
     of any lock-box requirements, unless the Special Servicer has approved
     such waiver in writing.

     (b) Neither the Master Servicer nor the Special Servicer shall have any
liability to the Trust Fund, the Certificateholders or any other Person if its
analysis and determination that the modification, waiver, amendment or other
action contemplated by Section 3.20(a) is reasonably likely to produce a
greater recovery to Certificateholders on a present value basis than would
liquidation, should prove to be wrong or incorrect, so long as the analysis and
determination were made on a reasonable basis in good faith by the Master
Servicer or Special Servicer and the Master Servicer or Special Servicer was
not negligent in ascertaining the pertinent facts. The Master Servicer shall
not have any liability to the Trust Fund, the Certificateholders or any other
Person with respect to the Special Servicer's approval, disapproval or delay in
processing any assumption or earnout release as provided in Section
3.20(a)(vii)

     (c) Any payment of interest, which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid



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principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan or such modification, waiver or amendment so permit.

     (d) The Master Servicer and, with respect to a Specially Serviced
Mortgaged Loan, the Special Servicer each may, as a condition to its granting
any request by a Mortgagor for consent, modification, waiver or indulgence or
any other matter or thing, the granting of which is within the Master
Servicer's or the Special Servicer's discretion pursuant to the terms of the
instruments evidencing or securing the related Mortgage Loan and is permitted
by the terms of this Agreement, require that such Mortgagor pay to it, as
additional servicing compensation, a reasonable or customary fee (not to exceed
1.0% of the unpaid principal balance of the related Mortgage Loan) for the
additional services performed in connection with such request, together with
any related costs and expenses incurred by it.

     (e) Except for waivers of Penalty Charges and notice periods, all material
modifications, waivers and amendments of the Mortgage Loans entered into
pursuant to this Section 3.20 shall be in writing.

     (f) Each of the Master Servicer and the Special Servicer shall notify the
Trustee and such other party, in writing, of any modification, waiver (other
than a waiver of Penalty Charges) or amendment of any term of any Mortgage Loan
and the date thereof, and shall deliver to the Trustee or the related Custodian
for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within 10 Business Days) following the execution thereof.

     (g) The Master Servicer or Special Servicer, as applicable, shall not
waive the payment of any fees by a borrower that may be due or partially due to
the other party without such other party's consent.

     (h) The Failure of the Special Servicer to respond to the Master Servicer
within five (5) Business Days of the Master Servicer's written request (such
request to include sufficient information regarding the applicable Mortgage
Loan) for any approval or consent required hereunder, shall be deemed to
constitute a grant of such request for approval or consent.

     SECTION 3.21 TRANSFER OF SERVICING BETWEEN MASTER SERVICER AND SPECIAL
SERVICER; RECORD KEEPING.

     (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Master Servicer shall promptly give notice thereof, and deliver
the related Servicing File, to the Special Servicer and shall use reasonable
efforts to provide the Special Servicer with all information, documents (or
copies thereof) and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to the Mortgage Loan and
reasonably requested by the Special Servicer to enable it to assume its
functions hereunder with respect thereto without acting through a Sub-Servicer.
The Master Servicer shall use reasonable efforts to comply with the preceding
sentence within five Business Days of the occurrence of each related Servicing
Transfer Event. The Special Servicer may, as to any delinquent Mortgage Loan,
prior to the



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occurrence of a Servicing Transfer Event with respect thereto, request and
obtain the foregoing documents and information.

     Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the Master Servicer is not also the Special
Servicer, the Special Servicer shall promptly give notice thereof, and return
the related Servicing File, to the Master Servicer and upon giving such notice,
and returning such Servicing File, to the Master Servicer, the Special
Servicer's obligation to service such Mortgage Loan, and the Special Servicer's
right to receive the Special Servicing Fee with respect to such Mortgage Loan,
shall terminate, and the obligations of the Master Servicer to service and
administer such Mortgage Loan in accordance with this Agreement shall resume.

     Notwithstanding other provisions in this Agreement to the contrary, the
Master Servicer shall remain responsible for the billing and collection,
accounting, data collection, reporting and other basic Master Servicer
administrative functions with respect to Specially Serviced Mortgage Loans,
provided that the Special Servicer shall establish procedures for the Master
Servicer as to the application of receipts and tendered payments and shall have
the exclusive responsibility for and authority over all contacts with and
notices to Mortgagors and similar matters relating to each Specially Serviced
Mortgage Loan and the related Mortgaged Property.

     (b) In servicing any Specially Serviced Mortgage Loans, the Special
Servicer shall provide to the Trustee originals of documents included within
the definition of "Mortgage File" for inclusion in the related Mortgage File
(with a copy of each such original to the Master Servicer), and copies of any
additional related Mortgage Loan information, including correspondence with the
related Mortgagor.

     (c) Notwithstanding anything in this Agreement to the contrary, in the
event that the Master Servicer and the Special Servicer are the same Person,
all notices, certificates, information and consents required to be given by the
Master Servicer to the Special Servicer or vice versa shall be deemed to be
given without the necessity of any action on such Person's part.

     SECTION 3.22 SUB-SERVICING AGREEMENTS.

     (a) The Master Servicer and the Special Servicer may each enter into
Sub-Servicing Agreements for the servicing and administration of all or a part
of the Mortgage Loans for which it is responsible hereunder, provided that, in
each case, the Sub-Servicing Agreement: (i) is not inconsistent with this
Agreement and shall provide that the Sub-Servicer will maintain errors and
omissions insurance and fidelity bond coverage as required of the Master
Servicer or the Special Servicer (whichever retained it) under Section 3.07
hereof; (ii) provides that if the Master Servicer or the Special Servicer, as
the case may be, shall for any reason no longer be the Master Servicer or
Special Servicer, as applicable, hereunder (including, without limitation, by
reason of an Event of Default or their termination hereunder), the Trustee, its
designee or any successor Master Servicer or Special Servicer may thereupon
assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of the Master Servicer or the Special Servicer, as
the case may be, under such agreement; (iii) in the case of a Sub-Servicing
Agreement entered into by the Master Servicer, expressly or effectively
provides that (if the



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Master Servicer and the Special Servicer are not the same Person) such
agreement shall terminate with respect to any Mortgage Loan serviced thereunder
at the time such Mortgage Loan becomes a Specially Serviced Mortgage Loan
(provided that, if any Additional Servicing Fee Mortgage Loan becomes a
Specially Serviced Mortgage Loan, the applicable Designated Sub-Servicer,
Archon Financial, L.P. and the Master Servicer, as the case may be, shall be
entitled to continue to receive or retain their applicable portion of the
Additional Servicing Fee with respect to such Mortgage Loan pursuant to the
related Designated Sub-Servicer Agreement); (iv) requires that the Master
Servicer or the Special Servicer, as the case may be, consent to any
modification to the terms of a Mortgage Loan pursuant to Section 3.20; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be
satisfied out of assets of the Trust Fund; and (vi) in the case of a
Sub-Servicing Agreement entered into by the Special Servicer, relates only to
Specially Serviced Mortgage Loans or REO Properties and expressly or
effectively provides that (if the Master Servicer and the Special Servicer are
not the same Person) such agreement shall terminate with respect to any such
Mortgage Loan that becomes a Corrected Mortgage Loan. Termination penalties or
fees incurred under any such Sub-Servicing Agreement shall not be an obligation
of, or expense chargeable to, the Certificateholders or the Trust Fund.
References in this Agreement to actions taken or to be taken by the Master
Servicer or the Special Servicer, as the case may be, include actions taken or
to be taken by a Sub-Servicer on behalf of the Master Servicer or the Special
Servicer, as the case may be; and, in connection therewith, all amounts
advanced by any Sub-Servicer to satisfy the obligations of the Master Servicer
or the Special Servicer, as the case may be, hereunder to make Servicing
Advances and Delinquency Advances shall be deemed to have been advanced by the
Master Servicer or the Special Servicer, as the case may be, out of its own
funds and, accordingly, such Advances shall be recoverable by such Sub-Servicer
in the same manner and out of the same funds as if such Sub-Servicer were the
Master Servicer or the Special Servicer, as the case may be, and, for so long
as they are outstanding, such Advances shall accrue interest in accordance with
Section 3.11(f) or Section 4.03(d), as applicable, such interest to be
allocable between the Master Servicer or the Special Servicer, as the case may
be, and such Sub-Servicer as they may agree. For purposes of this Agreement,
the Master Servicer and the Special Servicer each shall be deemed to have
received any payment when the Sub-Servicer receives such payment.

     (b) Each Sub-Servicer shall be authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law.

     (c) As part of its servicing activities hereunder, the Master Servicer and
the Special Servicer, for the benefit of the Trustee and the
Certificateholders, shall (at no expense to the Trustee, the Certificateholders
or the Trust Fund) monitor the performance and enforce the obligations of each
Sub-Servicer retained by it under the related Sub-Servicing Agreement. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements in accordance with their respective
terms and the pursuit of other appropriate remedies, shall be in such form and
carried out to such an extent and at such time by the Master Servicer and the
Special Servicer in accordance with the Servicing Standard.



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     (d) In the event the Trustee, its designee or any successor Master
Servicer or Special Servicer assumes the rights and obligations of the Master
Servicer or the Special Servicer under any Sub-Servicing Agreement, the Master
Servicer or the Special Servicer, as the case may be, at its expense shall,
upon request of the Trustee, deliver to the assuming party all documents and
records relating to such Sub-Servicing Agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected and held on
behalf of it thereunder, and otherwise use reasonable efforts to effect the
orderly and efficient transfer of the Sub-Servicing Agreement to the assuming
party.

     (e) Notwithstanding any Sub-Servicing Agreement, the Master Servicer and
the Special Servicer each shall remain obligated and liable to the Trustee and
the Certificateholders for the servicing and administration of the Mortgage
Loans in accordance with the provisions of this Agreement to the same extent
and under the same terms and conditions as if it alone were servicing and
administering the Mortgage Loans for which it is responsible.

     SECTION 3.23 DESIGNATION OF SPECIAL SERVICER BY THE MAJORITY
CERTIFICATEHOLDER OF THE CONTROLLING CLASS.

     (a) The Majority Certificateholder of the Controlling Class, may at any
time and from time to time replace any existing Special Servicer or any Special
Servicer that has resigned or otherwise ceased to serve as Special Servicer,
including pursuant to Section 7.01. Such Holders shall so designate a Person to
so serve by the delivery to the Trustee of a written notice stating such
designation, subject to Rating Agency Confirmation. The Trustee shall, promptly
after receiving any such notice, so notify the Rating Agencies. The designated
Person shall become the Special Servicer as of the date the Trustee shall have
received: (i) written confirmation from the Rating Agencies stating that if the
designated Person were to serve as Special Servicer hereunder, none of the
then-current ratings of the outstanding Classes of the Certificates would be
qualified (including by placement on "negative credit watch"), downgraded or
withdrawn; (ii) a written acceptance of all obligations of the Special Servicer
under this Agreement, executed by the designated Person; and (iii) an Opinion
of Counsel (at the expense of the Person designated to become the Special
Servicer or the Holders that made the designation) to the effect that the
designation of such Person to serve as Special Servicer is in compliance with
this Section 3.23 and all other applicable provisions of this Agreement, that
upon the execution and delivery of the written acceptance referred to in the
immediately preceding clause (ii), the designated Person shall be bound by the
terms of this Agreement and that this Agreement shall be enforceable against
the designated Person in accordance with its terms. The existing Special
Servicer shall be deemed to have resigned simultaneously with such designated
Person's becoming the Special Servicer hereunder; provided, however, that (i)
the resigning Special Servicer shall continue to be entitled to receive all
amounts accrued or owing to it under this Agreement on or prior to the
effective date of such resignation, whether in respect of Servicing Advances or
otherwise, and (ii) it and its directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03, notwithstanding any
such resignation. Such resigning Special Servicer shall cooperate with the
Trustee, the Master Servicer and the replacement Special Servicer in effecting
the termination of the resigning Special Servicer's responsibilities and rights
hereunder, including, without limitation, the transfer within two Business Days
to the replacement Special Servicer for administration by it of all cash
amounts



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<PAGE>

that shall at the time be or should have been deposited in the REO Account or
delivered by the Special Servicer to the Master Servicer or that are thereafter
received with respect to Specially Serviced Mortgage Loans and REO Properties.

     (b) The Majority Certificateholder of the Controlling Class will have no
liability to the Trust or the Certificateholders for any action taken, or for
refraining from the taking of any action, in good faith pursuant to this
Agreement, or for errors in judgment. Each Holder and Certificate Owner
acknowledges and agrees, by its acceptance of its Certificates or an interest
therein, that the Majority Certificateholder of the Controlling Class may have
special relationships and interests that conflict with those of Holders and
Certificate Owners of one or more Classes of Certificates, that the Majority
Certificateholder of the Controlling Class may act solely in the interests of
the Holders and Certificate Owners of the Controlling Class, that the Majority
Certificateholder of the Controlling Class does not have any duties to the
Holders and Certificate Owners of any Class of Certificates other than the
Controlling Class, that the Majority Certificateholder of the Controlling Class
may take actions that favor interests of the Holders and Certificate Owners of
the Controlling Class over the interests of the Holders and Certificate Owners
of one or more other Classes of Certificates, and that the Majority
Certificateholder of the Controlling Class shall have no liability whatsoever
for having so acted, and no Certificateholder may take any action whatsoever
against the Majority Certificateholder of the Controlling Class or any
director, officer, employee, agent or principal thereof for having so acted.

     (c) Notwithstanding the foregoing, if the Controlling Class consists of
Book-Entry Certificates, then the rights of the Holders of the Controlling
Class set forth above in this Section 3.23 may be exercised directly by the
relevant Certificate Owners, provided that the identity of such Certificate
Owners has been confirmed to the Trustee to its reasonable satisfaction.

     SECTION 3.24 LOCK-BOX ACCOUNTS AND SERVICING ACCOUNTS.

     (a) The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account and Servicing Account in accordance with the related
Mortgage Loan, Cash Collateral Account Agreement or Lock-Box Agreement, if any.

     (b) For any Mortgage Loan that provides that a Lock-Box Account or Cash
Collateral Account will be established upon the occurrence of certain events
specified in such Mortgage Loan, the Master Servicer (or, with respect to any
Specially Serviced Loan, the Special Servicer) shall use reasonable efforts to
establish or cause to be established such Lock-Box Account upon the occurrence
of such events unless the Master Servicer (or the Special Servicer, as
applicable) determines, in accordance with the Servicing Standards, that such
Lock-Box Account should not be established. Notwithstanding the foregoing, the
Master Servicer (or the Special Servicer, as applicable) shall use reasonable
efforts to establish or cause to be established a Lock-Box Account for each ARD
Loan no later than its Anticipated Repayment Date.



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     SECTION 3.25 REPRESENTATIONS AND WARRANTIES OF THE MASTER SERVICER AND THE
SPECIAL SERVICER.

     GMACCM, in its capacity as both Master Servicer and Special Servicer
hereunder hereby represents and warrants to the Trustee, for its own benefit
and the benefit of the Certificateholders, and to the Depositor, as of the
Closing Date, that:

          (i) GMACCM is a corporation, duly organized, validly existing and in
     good standing under the laws of the State of California, and GMACCM is in
     compliance with the laws of each State in which any Mortgaged Property is
     located to the extent necessary to perform its obligations under this
     Agreement.

          (ii) The execution and delivery of this Agreement by GMACCM, and the
     performance and compliance with the terms of this Agreement by GMACCM,
     will not violate GMACCM's organizational documents or constitute a default
     (or an event which, with notice or lapse of time, or both, would
     constitute a default) under, or result in the breach of, any material
     agreement or other instrument to which it is a party or which is
     applicable to it or any of its assets.

          (iii) GMACCM has the full power and authority to enter into and
     consummate all transactions contemplated by this Agreement, has duly
     authorized the execution, delivery and performance of this Agreement, and
     has duly executed and delivered this Agreement.

          (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of GMACCM, enforceable against GMACCM in accordance
     with the terms hereof, subject to (A) applicable bankruptcy, insolvency,
     reorganization, moratorium and other laws affecting the enforcement of
     creditors' rights generally, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.

          (v) GMACCM is not in violation of, and its execution and delivery of
     this Agreement and its performance and compliance with the terms of this
     Agreement will not constitute a violation of, any law, order or decree of
     any court or arbiter, or any order, regulation or demand of any federal,
     state or local governmental or regulatory authority, which violation, in
     GMACCM's good faith and reasonable judgment, is likely to affect
     materially and adversely either the ability of GMACCM to perform its
     obligations under this Agreement or the financial condition of GMACCM.

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


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<PAGE>

          (vii) GMACCM has errors and omissions insurance coverage which is in
     full force and effect and complies with the requirements of Section 3.07
     hereof.

          (viii) No consent, approval, authorization or order, registration or
     filing with or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by GMACCM with this Agreement, or the consummation by GMACCM
     of any transaction contemplated hereby, other than (1) such consents,
     approvals, authorizations, qualifications, registrations, filings, or
     notices as have been obtained or made and (2) where the lack of such
     consent, approval, authorization, qualification, registration, filing or
     notice would not have a material adverse effect on the performance by
     GMACCM under this Agreement.

                                  ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS
                              AND RELATED MATTERS

     SECTION 4.01 DISTRIBUTIONS.

     (a) On each Distribution Date, the Trustee shall be deemed to apply the
Available Distribution Amount for such date for the following purposes and in
the following order of priority:

          (i) to pay interest to REMIC II in respect of the various REMIC I
     Regular Interests, up to an amount equal to, and pro rata in accordance
     with, all Uncertificated Distributable Interest for each such REMIC I
     Regular Interest for such Distribution Date and, to the extent not
     previously deemed paid, for all prior Distribution Dates;

          (ii) to pay principal to REMIC II in respect of the various REMIC I
     Regular Interests, up to an amount equal to, and pro rata in accordance
     with, in the case of each such REMIC I Regular Interest for such
     Distribution Date, the excess, if any, of the Uncertificated Principal
     Balance of such REMIC I Regular Interest outstanding immediately prior to
     such Distribution Date, over the Stated Principal Balance of the related
     Mortgage Loan, REO Loan or, if applicable, Replacement Mortgage Loan(s),
     as the case may be, that will be outstanding immediately following such
     Distribution Date; and

          (iii) to reimburse REMIC II for any Realized Losses and Additional
     Trust Fund Expenses previously deemed allocated to the various REMIC I
     Regular Interests, up to an amount equal to, and pro rata in accordance
     with, the Loss Reimbursement Amount for each such REMIC I Regular Interest
     immediately prior to such Distribution Date.

     On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to



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reimburse REMIC II for any Realized Losses and Additional Trust Fund Expenses
previously deemed allocated to the various REMIC I Regular Interests and
unreimbursed pursuant to Section 4.01(a)(iii), up to an amount equal to, and
pro rata in accordance with, the Loss Reimbursement Amount for each such REMIC
I Regular Interest immediately prior to such Distribution Date.

     On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-I Certificates, in accordance with Section 4.01(c), that portion, if
any, of the Available Distribution Amount for such date that has not otherwise
been deemed paid to REMIC II in respect of the REMIC I Regular Interests
pursuant to the foregoing provisions of this Section 4.01(a) (such portion, the
"Class R-I Distribution Amount" for such Distribution Date).

     On each Distribution Date, the Trustee shall be deemed to apply amounts
relating to each Prepayment Premium then on deposit in the 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 or REO Loan, as the case may be, as to which such
Prepayment Premium was received.

     All amounts (other than additional interest in the form of amounts
relating to Prepayment Premiums) deemed paid to REMIC II in respect of the
REMIC I Regular Interests pursuant to this Section 4.01(a) on any Distribution
Date is hereinafter referred to as the "REMIC II Distribution Amount" for such
date.

     (b) On each Distribution Date, the Trustee shall be deemed to apply the
REMIC II Distribution Amount (other than any amounts withdrawn from the Excess
Liquidation Proceeds Reserve Account) for such date for the following purposes
and in the following order of priority:

          (i) to pay interest to REMIC III in respect of all REMIC II Regular
     Interests up to an amount equal to all Uncertificated Distributable
     Interest in respect of such REMIC II Regular Interests for such
     Distribution Date and, to the extent not previously deemed paid, for all
     prior Distribution Dates with such payments allocated among the REMIC II
     Regular Interests such that remaining amounts, if any, of unpaid interest
     on each such REMIC II Regular Interest will equate to the remaining unpaid
     accrued interest on the corresponding Class of Principal Balance
     Certificates or Class X Component outstanding after all subsequent
     adjustments made on such Distribution Date under Section 4.01(c) below;

          (ii) to pay principal to REMIC III in respect of all REMIC II Regular
     Interests apportioned as payment of Uncertificated Principal Balance among
     REMIC II Regular Interests such that the remaining Uncertificated
     Principal Balance of each such class will equal the then outstanding Class
     Principal Balance of the corresponding Principal Balance Certificate after
     all subsequent adjustments made on such Distribution Date under Section
     4.01(c) below (other than payments thereunder in reimbursement of any
     Realized Losses and Additional Trust Fund Expenses); provided, that, with
     respect to distributions of principal in respect of REMIC II Regular
     Interests LA-2-1 and LA-2-2, the aggregate Uncertificated Principal
     Balance of the REMIC II Regular Interests LA-2-1 and LA-2-2 shall
     correspond with the outstanding Class Principal Balance of the Class A-



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     2 Certificates and the Uncertificated Principal Balance of the REMIC II
     Regular Interest LA-2-2 will only be reduced after the Uncertificated
     Principal Balance of the REMIC II Regular Interest LA-2-1 has been reduced
     to zero; and

          (iii) to reimburse REMIC III for any Realized Losses and Additional
     Trust Fund Expenses previously deemed allocated to REMIC II Regular
     Interests, apportioned among the REMIC II Regular Interests consistent
     with the reimbursement payments made on the corresponding Classes of
     Principal Balance Certificates on such Distribution Date under Section
     4.01(c) below; provided, that, with respect to REMIC II Regular Interests
     LA-2-1 and LA-2-2, any Realized Losses and Additional Trust Fund Expenses
     shall be allocated and reimbursed to the REMIC II Regular Interests LA-2-1
     and LA-2-2 on a pro rata basis.

     On each Distribution Date, the Trustee shall be deemed to apply any
amounts withdrawn from the Excess Liquidation Proceeds Reserve Account for such
Distribution Date to reimburse REMIC III for any Realized Losses and Additional
Trust Fund Expenses previously deemed allocated to REMIC II Regular Interests
and unreimbursed pursuant to Section 4.01(b)(iii), consistent with the
reimbursement payments made on the corresponding Classes of Principal Balance
Certificates on such Distribution Date under Section 4.01(c) below.

     On each Distribution Date, the Trustee shall pay to the Holders of the
Class R-II Certificates, in accordance with Section 4.01(c), that portion, if
any, of the REMIC II Distribution Amount for such date that has not otherwise
been deemed paid to REMIC III in respect of the REMIC II Regular Interests
pursuant to the foregoing provisions of this Section 4.01(b) (such portion, the
"Class R-II Distribution Amount" for such Distribution Date).

     On each Distribution Date, the Trustee shall be deemed to apply all
amounts relating to Prepayment Premiums then on deposit in the Distribution
Account and received during or prior to the related Collection Period, to pay
additional interest to REMIC III in respect of REMIC II Regular Interests
allocable among the REMIC II Regular Interests in an amount with respect to
each REMIC II Regular Interest equal to the amount allocable to the
corresponding Class of Principal Balance Certificates and Class X Component
outstanding after all subsequent adjustments made on such Distribution Date
under Section 4.01(c) below.

     (c) On each Distribution Date, following the deemed payments to REMIC III
in respect of the REMIC II Regular Interests on such date pursuant to Section
4.01(b), the Trustee shall withdraw from the Distribution Account the Available
Distribution Amount 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, in an amount equal to, and pro rata in accordance
     with, all Distributable Certificate Interest in respect of each such Class
     of Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;

          (ii) to pay principal first to the Holders of the Class A-1
     Certificates and second to the Holders of the Class A-2 Certificates, in
     each case, up to an amount



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<PAGE>

     equal to the lesser of (1) the then outstanding Class Principal Balance of
     such Class of Certificates and (2) the remaining portion, if any, of such
     Principal Distribution Amount;

          (iii) to reimburse the Holders of the respective Classes of Class A
     Certificates, up to an amount equal to and pro rata as among such Classes
     in accordance with, the respective amounts of Realized Losses and
     Additional Trust Fund Expenses, if any, previously deemed allocated to
     such Classes of Certificates and for which no reimbursement has previously
     been paid; and

          (iv) to make payments on the Subordinated Certificates pursuant to
     the following paragraph;

provided that, on each Distribution Date after the aggregate of the Class
Principal Balances of the Subordinated Certificates has been reduced to zero,
and in any event on the Final Distribution Date, the payments of principal to
be made pursuant to clause (ii) above, will be so made to the Holders of the
respective Classes of Class A Certificates, up to an amount equal to, and pro
rata as among such Classes in accordance with, the respective then outstanding
Class Principal Balances of such Classes of Certificates. References to
"remaining Principal Distribution Amount" shall be to the Principal
Distribution Amount net of any distributions of principal made in respect
thereof to the Holders of each Class of Class A Certificates that, pursuant to
clause (ii) above, have a prior right to payment with respect thereto.

     On each Distribution Date, following the foregoing series of payments on
the Senior Certificates, the Trustee shall apply the remaining portion, if any,
of the Available Distribution Amount for such date for the following purposes
and in the following order of priority:

          (i) to pay interest to the Holders of the Class B Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (ii) if the Class Principal Balances of the Class A Certificates have
     been reduced to zero, to pay principal to the Holders of the Class B
     Certificates, up to an amount equal to the lesser of (A) the then
     outstanding Class Principal Balance of such Class of Certificates and (B)
     the remaining Principal Distribution Amount for such Distribution Date;

          (iii) to reimburse the Holders of the Class B Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been paid;

          (iv) to pay interest to the Holders of the Class C Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;



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<PAGE>

          (v) if the Class Principal Balances of the Class A and Class B
     Certificates have been reduced to zero, to pay principal to the Holders of
     the Class C Certificates, up to an amount equal to the lesser of (A) the
     then outstanding Class Principal Balance of such Class of Certificates and
     (B) the remaining Principal Distribution Amount for such Distribution
     Date;

          (vi) to reimburse the Holders of the Class C Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (vii) to pay interest to the Holders of the Class D Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (viii) if the Class Principal Balances of the Class A, Class B and
     Class C Certificates have been reduced to zero, to pay principal to the
     Holders of the Class D Certificates, up to an amount equal to the lesser
     of (A) the then outstanding Class Principal Balance of such Class of
     Certificates and (B) the remaining Principal Distribution Amount for such
     Distribution Date;

          (ix) to reimburse the Holders of the Class D Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (x) to pay interest to the Holders of the Class E Certificates, up to
     an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xi) if the Class Principal Balances of the Class A, Class B, Class C
     and Class D Certificates have been reduced to zero, to pay principal to
     the Holders of the Class E Certificates, up to an amount equal to the
     lesser of (A) the then outstanding Class Principal Balance of such Class
     of Certificates and (B) the remaining Principal Distribution Amount for
     such Distribution Date;

          (xii) to reimburse the Holders of the Class E Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (xiii) to pay interest to the Holders of the Class F Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;



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<PAGE>

          (xiv) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D and Class E Certificates have been reduced to zero, to pay
     principal to the Holders of the Class F Certificates, up to an amount
     equal to the lesser of (A) the then outstanding Class Principal Balance of
     such Class of Certificates and (B) the remaining Principal Distribution
     Amount for such Distribution Date;

          (xv) to reimburse the Holders of the Class F Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (xvi) to pay interest to the Holders of the Class G Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xvii) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E and Class F Certificates have been reduced to zero, to
     pay principal to the Holders of the Class G Certificates, up to an amount
     equal to the lesser of (A) the then outstanding Class Principal Balance of
     such Class of Certificates and (B) the remaining Principal Distribution
     Amount for such Distribution Date;

          (xviii) to reimburse the Holders of the Class G Certificates, up to
     an amount equal to all Realized Losses and Additional Trust Fund Expenses,
     if any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (xix) to pay interest to the Holders of the Class H Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xx) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F and Class G Certificates have been reduced to
     zero, to pay principal to the Holders of the Class H Certificates, up to
     an amount equal to the lesser of (A) the then outstanding Class Principal
     Balance of such Class of Certificates and (B) the remaining Principal
     Distribution Amount for such Distribution Date;

          (xxi) to reimburse the Holders of the Class H Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (xxii) to pay interest to the Holders of the Class J Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class of Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;



                                      125
<PAGE>

          (xxiii) if the Class Principal Balances of the Class A, Class B,
     Class C, Class D, Class E, Class F, Class G and Class H Certificates have
     been reduced to zero, to pay principal to the Holders of the Class J
     Certificates, up to an amount equal to the lesser of (A) the then
     outstanding Class Principal Balance of such Class of Certificates and (B)
     the remaining Principal Distribution Amount for such Distribution Date;

          (xxiv) to reimburse the Holders of the Class J Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class of Certificates and for
     which no reimbursement has previously been received;

          (xxv) to pay interest to the Holders of the Class K Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     the Class K Certificates for such Distribution Date and, to the extent not
     previously paid, for all prior Distribution Dates;

          (xxvi) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F, Class G, Class H and Class J Certificates
     have been reduced to zero, to pay principal to the Holders of the Class K
     Certificates, up to an amount equal to the lesser of (A) the then
     outstanding Class Principal Balance of such Class K Certificates and (B)
     the remaining Principal Distribution Amount for such Distribution Dates;

          (xxvii) to reimburse the Holders of the Class K Certificates, up to
     an amount equal to all Realized Losses and Additional Trust Fund Expenses,
     if any, previously deemed allocated to such Class K Certificates and for
     which no reimbursement has previously been received;

          (xxviii) to pay interest to the Holders of the Class L Certificates,
     up to an amount equal to all Distributable Certificate Interest in respect
     of such Class L Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xxix) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F, Class G, Class H, Class J and Class K
     Certificates have been reduced to zero, to pay principal to the Holders of
     the Class L Certificates, up to an amount equal to the lesser of (A) the
     then outstanding Class Principal Balance of such Class L Certificates and
     (B) the remaining Principal Distribution Amount for such Distribution
     Dates;

          (xxx) to reimburse the Holders of the Class L Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class L Certificates and for
     which no reimbursement has previously been received;

          (xxxi) to pay interest to the Holders of the Class M Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class M



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<PAGE>

     Certificates for such Distribution Date and, to the extent not previously
     paid, for all prior Distribution Dates;

          (xxxii) if the Class Principal Balances of the Class A, Class B,
     Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and
     Class L Certificates have been reduced to zero, to pay principal to the
     Holders of the Class M Certificates, up to an amount equal to the lesser
     of (A) the then outstanding Class Principal Balance of such Class M
     Certificates and (B) the remaining Principal Distribution Amount for such
     Distribution Dates;

          (xxxiii) to reimburse the Holders of the Class M Certificates, up to
     an amount equal to all Realized Losses and Additional Trust Fund Expenses,
     if any, previously deemed allocated to such Class M Certificates and for
     which no reimbursement has previously been received;

          (xxxiv) to pay interest to the Holders of the Class N Certificates,
     up to an amount equal to all Distributable Certificate Interest in respect
     of such Class N Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xxxv) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L
     and Class M Certificates have been reduced to zero, to pay principal to
     the Holders of the Class N Certificates, up to an amount equal to the
     lesser of (A) the then outstanding Class Principal Balance of such Class N
     Certificates and (B) the remaining Principal Distribution Amount for such
     Distribution Dates;

          (xxxvi) to reimburse the Holders of the Class N Certificates, up to
     an amount equal to all Realized Losses and Additional Trust Fund Expenses,
     if any, previously deemed allocated to such Class N Certificates and for
     which no reimbursement has previously been received;

          (xxxvii) to pay interest to the Holders of the Class O Certificates,
     up to an amount equal to all Distributable Certificate Interest in respect
     of such Class O Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xxxviii)if the Class Principal Balances of the Class A, Class B,
     Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
     Class L, Class M and Class N Certificates have been reduced to zero, to
     pay principal to the Holders of the Class O Certificates, up to an amount
     equal to the lesser of (A) the then outstanding Class Principal Balance of
     such Class O Certificates and (B) the remaining Principal Distribution
     Amount for such Distribution Dates;

          (xxxix) to reimburse the Holders of the Class O Certificates, up to
     an amount equal to all Realized Losses and Additional Trust Fund Expenses,
     if any,


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<PAGE>

     previously deemed allocated to such Class O Certificates and for which no
     reimbursement has previously been received;

          (xl) to pay interest to the Holders of the Class P Certificates, up
     to an amount equal to all Distributable Certificate Interest in respect of
     such Class P Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xli) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
     Class M , Class N and Class O Certificates have been reduced to zero, to
     pay principal to the Holders of the Class P Certificates, up to an amount
     equal to the lesser of (A) the then outstanding Class Principal Balance of
     such Class P Certificates and (B) the remaining Principal Distribution
     Amount for such Distribution Dates;

          (xlii) to reimburse the Holders of the Class P Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class P Certificates and for
     which no reimbursement has previously been received;

          (xliii) to pay interest to the Holders of the Class Q Certificates,
     up to an amount equal to all Distributable Certificate Interest in respect
     of such Class Q Certificates for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates;

          (xliv) if the Class Principal Balances of the Class A, Class B, Class
     C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
     Class M, Class N, Class O and Class P Certificates have been reduced to
     zero, to pay principal to the Holders of the Class Q Certificates, up to
     an amount equal to the lesser of (A) the then outstanding Class Principal
     Balance of such Class Q Certificates and (B) the remaining Principal
     Distribution Amount for such Distribution Dates;

          (xlv) to reimburse the Holders of the Class Q Certificates, up to an
     amount equal to all Realized Losses and Additional Trust Fund Expenses, if
     any, previously deemed allocated to such Class Q Certificates and for
     which no reimbursement has previously been received;

          (xlvi) to make payments to the Holders of the Class R-I Certificates
     up to the amount of the Class R-I Distribution Amount for such
     Distribution Date;

          (xlvii) to make payments to the Holders of the Class R-II
     Certificates up to the amount of the Class R-II Distribution Amount for
     such Distribution Date; and

          (xlviii) to pay to the Holders of the Class R-III Certificates the
     balance, if any, of the Available Distribution Amount for such
     Distribution Date;

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provided that, on the Final Distribution Date, the payments of principal to be
made pursuant to any of clauses (ii), (v), (viii), (xi), (xiv), (xvii), (xx),
(xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli) and (xliv) above
with respect to any Class of Principal Balance Certificates, will be so made to
the Holders thereof, up to an amount equal to the entire then outstanding Class
Principal Balance of such Class of Certificates. References to "remaining
Principal Distribution Amount" in any of clauses (ii), (v), (viii), (xi),
(xiv), (xvii), (xx), (xxiii), (xxvi), (xxix), (xxxii), (xxxv), (xxxviii), (xli)
and (xliv) above, in connection with the payments of principal to be made to
the Holders of any Class of Principal Balance Certificates, shall be to the
Principal Distribution Amount for such Distribution Date, net of any payments
of principal made in respect thereof to the Holders of each Class of Principal
Balance Certificates that have a higher Payment Priority.

     On each Distribution Date, the Trustee shall withdraw any amounts then on
deposit in the Distribution Account that represent Prepayment Premiums
collected during or prior to the related Collection Period and shall distribute
such amounts, in each case, subject to available funds, as additional interest,
as follows:

          (i) to the Holders of the Class A, Class B, Class C, Class D, Class
     E, Class F, Class G and Class H Certificates up to an amount equal to, in
     the case of each such Class, the product of (a) such Prepayment Premiums,
     (b) the applicable Discount Rate Fraction and (c) the Principal Allocation
     Fraction of such Class; and

          (ii) then, to the Holders of the Class X-1 Certificates.

     All of the foregoing distributions to be made from the Distribution
Account on any Distribution Date with respect to the REMIC III Certificates
shall be deemed made from the payments deemed made to REMIC II in respect of
the REMIC II Regular Interests on such Distribution Date pursuant to Section
4.01(b).

     On each Distribution Date, the Trustee shall withdraw from the
Distribution Account, as Grantor Trust Assets, any amounts that represent
Excess Interest actually collected on the ARD Loans and any related REO Loans
during the related Collection Period and shall distribute with respect to their
interests in the Grantor Trust, such amounts to the holders of the Class Q
Certificates, without regard to whether any such Class is entitled to
distributions of interest or principal on such Distribution Date (whether by
reason of its Class Principal Balance having been reduced to zero, by reason of
it not yet being entitled to distributions of principal, or for any other
reason).

     On each Distribution Date, the Trustee shall withdraw amounts from the
Excess Liquidation Proceeds Reserve Account and shall distribute such amounts
in the following priority:

          (i) first, to reimburse the Holders of the Principal Balance
     Certificates (in order of alphabetical Class designation) up to an amount
     equal to all Realized Losses or Additional Trust Fund Expenses, if any,
     previously deemed allocated to them and unreimbursed after application of
     the Available Distribution Amount for such Distribution Date;

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          (ii) second, for distribution to the Special Servicer as additional
     servicing compensation, the excess, if any, of (x) the balance of the
     Excess Liquidation Proceeds Reserve Account on such Distribution Date over
     (y) the aggregate Certificate Principal Balance of the Principal Balance
     Certificates as of such Distribution Date;

          (iii) third, upon the reduction of the aggregate Class Principal
     Balance of the Principal Balance Certificates to zero, to pay any amounts
     remaining on deposit in such account to the Special Servicer as additional
     compensation.

     (d) All distributions made with respect to each Class on each Distribution
Date shall be allocated pro rata among the outstanding Certificates in such
Class based on their respective Percentage Interests. Except as otherwise
provided in the last paragraph of Section 4.01(c) or as provided below, all
such distributions with respect to each Class on each Distribution Date shall
be made to the Certificateholders of the respective Class of record at the
close of business on the related Record Date and shall be made by wire transfer
of immediately available funds to the account of any such Certificateholder at
a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided the Trustee with wiring instructions no
less than five Business Days prior to the related Record Date (which wiring
instructions may be in the form of a standing order applicable to all
subsequent Distribution Dates) or otherwise by check mailed to the address of
such Certificateholder as it appears in the Certificate Register. The final
distribution on each Certificate (determined without regard to any possible
future reimbursement of any Realized Loss or Additional Trust Fund Expense
previously allocated to such Certificate) will be made in like manner, but only
upon presentation and surrender of such Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution. Any distribution that is to be
made with respect to a Certificate in reimbursement of a Realized Loss or
Additional Trust Fund Expense previously allocated thereto, which reimbursement
is to occur after the date on which such Certificate is surrendered as
contemplated by the preceding sentence, will be made by check mailed to the
address of the Certificateholder that surrendered such Certificate as such
address last appeared in the Certificate Registrar or to any other address of
which the Trustee was subsequently notified in writing.

     (e) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of
its Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Depositor, the Master Servicer or the Special
Servicer shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.

     (f) The rights of the Certificateholders to receive distributions from the
proceeds of the Trust Fund in respect of their Certificates, and all rights and
interests of the Certificateholders in and to such distributions, shall be as
set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or



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liable to the Holders of any other Class of Certificates in respect of amounts
properly previously distributed on the Certificates. Distributions in
reimbursement of Realized Losses and Additional Trust Fund Expenses previously
allocated to a Class of Certificates shall not constitute distributions of
principal and shall not result in a reduction of the related Class Principal
Balance.

     (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Class of
Certificates) will be made on the next Distribution Date, the Trustee shall, as
soon as practicable in the month in which such Distribution Date occurs, mail
to each Holder of such Class of Certificates as of the date of mailing a notice
to the effect that:

          (i) the Trustee expects that the final distribution with respect to
     such Class of Certificates will be made on such Distribution Date but only
     upon presentation and surrender of such Certificates at the offices of the
     Certificate Registrar or such other location therein specified, and

          (ii) no interest shall accrue on such Certificates from and after the
     applicable Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates, shall, on such date, be set aside and
held uninvested in trust and credited to the account or accounts of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 4.01(g) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trustee shall mail a second notice to the remaining non-tendering
Certificateholders to surrender their Certificates for cancellation in order to
receive the final distribution with respect thereto. If within one year after
the second notice all such Certificates shall not have been surrendered for
cancellation, the Trustee, directly or through an agent, shall take such steps
to contact the remaining non-tendering Certificateholders concerning the
surrender of their Certificates as it shall deem appropriate. The costs and
expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any Certificateholder on any
amount held in trust hereunder by the Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g). If all of the Certificates
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Trustee shall distribute all unclaimed
funds and other assets which remain subject hereto in accordance with
applicable laws.

     (h) Notwithstanding any other provision of this Agreement, the Trustee
shall comply with all federal withholding requirements respecting payments to
Certificateholders of interest or original issue discount that the Trustee
reasonably believes are applicable under the Code. The consent of
Certificateholders shall not be required for such withholding. In the event the
Trustee does withhold any amount from interest or original issue discount
payments or



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advances thereof to any Certificateholder pursuant to federal withholding
requirements, the Trustee shall indicate the amount withheld to such
Certificateholders. All amounts withheld shall be deemed to have been paid to
such Certificateholders.

     SECTION 4.02 STATEMENTS TO CERTIFICATEHOLDERS; CERTAIN REPORTS BY THE
MASTER SERVICER AND THE SPECIAL SERVICER.

     (a) Subject to Section 8.02(v), based on information received from the
Master Servicer, on each Distribution Date, the Trustee shall provide or make
available as provided herein to all of the Holders of each Class of
Certificates (and, in the case of a Class of Book-Entry Certificates, to each
Person that provides the Trustee with an Investor Certification), to the
parties hereto and to the Rating Agencies written reports, including reports in
substantially the form attached hereto as Exhibit G (the "Distribution Date
Statement"), setting forth, among other things, the following information:

          (i) the amount of distributions, if any, made on such Distribution
     Date to the holders of each Class of Principal Balance Certificates and
     applied to reduce the respective Class Principal Balances thereof;

          (ii) the amount of distributions, if any, made on such Distribution
     Date to the Holders of each Class of REMIC III Regular Certificates
     allocable to (A) Distributable Certificate Interest, (B) Prepayment
     Premiums and (C) Excess Interest;

          (iii) the amount of any distributions made on such Distribution Date
     to the Holders of each Class of Residual Certificates;

          (iv) the aggregate amount of outstanding Delinquency Advances as of
     the related Determination Date;

          (v) the aggregate amount of Servicing Fees retained by or paid to the
     Master Servicer and the Special Servicer in respect of the related
     Collection Period;

          (vi) the aggregate Stated Principal Balance of the Mortgage Pool
     immediately before and after such Distribution Date and the percentage of
     the Cut-off Date Principal Balance of the Mortgage Pool which remains
     outstanding immediately after such Distribution Date;

          (vii) the number, aggregate principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     outstanding Mortgage Loans in the Mortgage Pool at the close of business
     on the related Determination Date;

          (viii) as of the Determination Date, the number and aggregate unpaid
     principal balance of Mortgage Loans in the Mortgage Pool (A) delinquent
     one month, (B) delinquent two months, (C) delinquent three or more months,
     (D) that are Specially Serviced Mortgage Loans but are not delinquent or
     (E) as to which foreclosure proceedings have been commenced;



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          (ix) with respect to the Mortgage Pool, the aggregate Stated
     Principal Balance of Mortgage Loans as to which the related borrower is
     subject or is expected to be subject to a bankruptcy proceeding;

          (x) with respect to any Mortgage Loan as to which the related
     Mortgaged Property became an REO Property during the related Collection
     Period, the Stated Principal Balance and unpaid principal balance of such
     Mortgage Loan as of the date such Mortgaged Property became an REO
     Property and the most recently determined Appraised Value and date upon
     which the Appraisal was performed;

          (xi) as to any Mortgage Loan repurchased or otherwise liquidated or
     disposed of during the related Collection Period, the loan number thereof
     and the amount of any Liquidation Proceeds and/or other amounts, if any,
     received thereon during the related Collection Period and the portion
     thereof included in the Available Distribution Amount for such
     Distribution Date;

          (xii) with respect to any REO Property included in the Trust Fund as
     of the close of business on the last day of the related Collection Period,
     the loan number of the related Mortgage Loan, the book value of such REO
     Property and the amount of any income collected with respect to such REO
     Property (net of related expenses) and other amounts, if any, received on
     such REO Property during the related Collection Period and the portion
     thereof included in the Available Distribution Amount for such
     Distribution Date and the most recently determined Appraised Value and
     date upon which the Appraisal was performed;

          (xiii) with respect to any REO Property sold or otherwise disposed of
     during the related Collection Period, the loan number of the related
     Mortgage Loan, and the amount of Liquidation Proceeds and other amounts,
     if any, received in respect of such REO Property during the related
     Collection Period, the portion thereof included in the Available
     Distribution Amount for such Distribution Date and the balance of the
     Excess Liquidation Proceeds Reserve Account for such Distribution Date;

          (xiv) the Distributable Certificate Interest in respect of each Class
     of REMIC III Regular Certificates for such Distribution Date;

          (xv) any unpaid Distributable Certificate Interest in respect of each
     Class of REMIC III Regular Certificates after giving effect to the
     distributions made on such Distribution Date;

          (xvi) the Pass-Through Rate for each Class of REMIC III Regular
     Certificates for such Distribution Date;

          (xvii) the original Class Principal Balance or Class Notional Amount
     as of the Closing Date and the Class Principal Balance or Class Notional
     Amount, as the case may be, of each Class of REMIC III Regular
     Certificates immediately before and immediately after such Distribution
     Date, separately identifying any reduction in the



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     Class Principal Balance or Class Notional Amount, as the case may be, of
     each such Class due to Realized Losses and Additional Trust Fund Expenses;

          (xviii) the Certificate Factor for each Class of REMIC III Regular
     Certificates immediately following such Distribution Date;

          (xix) the Principal Distribution Amount for such Distribution Date;

          (xx) the aggregate amount of Principal Prepayments made during the
     related Collection Period, and the aggregate amount of any Prepayment
     Interest Excesses received and Prepayment Interest Shortfalls incurred in
     connection therewith;

          (xxi) the aggregate amount of Realized Losses and Additional Trust
     Fund Expenses, if any, incurred with respect to the Trust Fund during the
     related Collection Period;

          (xxii) any Appraisal Reduction Amounts on a loan-by-loan basis, and
     the total Appraisal Reduction Amounts, as of the related Determination
     Date; and

          (xxiii) such additional information as contemplated by Exhibit G
     hereto.

In the case of information furnished pursuant to subclauses (i), (ii), (iii)
and (xvii) above, the amounts shall be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per single
Certificate of a specified minimum denomination. The form of any Distribution
Date Statement may change over time.

     The Trustee shall make available to Certificateholders and other
interested parties certain information via electronic means as may be agreed
upon by the Depositor and the Trustee, including the information and reports
described in clauses, (1) through (8) of clause (b) below and the CMSA Periodic
Loan File delivered for each Distribution Date. In addition, the Trustee shall
make available to each Certificateholder, to each Person that provides the
Trustee with an Investor Certification, to each party hereto, to each
Underwriter and to the Rating Agencies, a report (based on information received
from the Master Servicer and in a format mutually acceptable to the Trustee and
the Master Servicer) containing, information regarding the Mortgage Pool as of
the close of business on the related Determination Date, which report shall
contain substantially the categories of information regarding the Mortgage
Loans set forth in Exhibit G hereto (calculated, where applicable, on the basis
of the most recent relevant information provided by the Mortgagors to the
Master Servicer or the Special Servicer and by the Master Servicer or the
Special Servicer, as the case may be, to the Trustee) and such information
shall be presented in a tabular format substantially similar to the formats
utilized in Exhibit G hereto. On each Distribution Date the Trustee shall make
(x) the monthly Distribution Date Statement available and (y) certain
information regarding the Mortgage Loans available at the website maintained by
LaSalle Bank National Association at www.etrustee.net. Such information shall
be accessible only with the use of a password provided by the Trustee to each
Person that provides the Trustee with an Investor Certification; provided,
however, that the Rating Agencies and the other parties to this Agreement shall
not be required to provide such certification; and provided, further, that the
Depositor may instruct the Trustee at any time not to



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require the use of a password or the receipt of a certification. The Trustee
makes no representations or warranties as to the accuracy or completeness of
such information and assumes no responsibility therefor. In addition, the
Trustee may disclaim responsibility for any information distributed by the
Trustee for which it is not the original source. In connection with providing
access to the Trustee's internet website, the Trustee may require registration
and acceptance of a disclaimer. The Trustee shall not be liable for the
dissemination of information in accordance with this Agreement.

     The Trustee may provide such information through means other than (and in
lieu of) its website provided that (i) GMACCM shall have consented to such
alternative means and (ii) Certificateholders shall have received notice of
such alternative means.

     The provisions in this Section shall not limit the Master Servicer's
ability to make accessible certain information regarding the Mortgage Loans at
a website maintained by the Master Servicer.

     Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to each Person who at any time during the calendar
year was a Holder of a Certificate a statement containing the information as to
the applicable Class set forth in clauses (i), (ii) and (iii) of the
description of Distribution Date Statements above aggregated for such calendar
year or applicable portion thereof during which such person was a
Certificateholder, together with such other information as the Trustee
determines to be necessary to enable Certificateholders to prepare their tax
returns for such calendar year. Such obligation of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time are in force.

     Upon filing with the Internal Revenue Service, the Trustee shall furnish
to the Holders of the Residual Certificates the Form 1066 and shall furnish
their respective Schedules Q thereto at the times required by the Code or the
Internal Revenue Service, and shall provide from time to time such information
and computations with respect to the entries on such forms as any Holder of the
Residual Certificates may reasonably request.

     The specification of information to be furnished by the Trustee to the
Certificateholders in this Section 4.02 (and any other terms of this Agreement
requiring or calling for delivery or reporting of information by the Trustee to
Certificateholders and Certificate Owners) shall not limit the Trustee in
furnishing, and the Trustee is hereby authorized to furnish, to
Certificateholders, Certificate Owners and/or to the public any other
information (such other information, collectively, "Additional Information")
with respect to the Mortgage Loans, the Mortgaged Properties or the Trust Fund
as may be provided to it by the Depositor, the Master Servicer or the Special
Servicer or gathered by it in any investigation or other manner from time to
time, provided that (A) while there exists any Event of Default, any such
Additional Information shall only be furnished with the consent or at the
request of the Depositor (except pursuant to clause (E) below), (B) the Trustee
shall be entitled to indicate the source of all information furnished by it,
and the Trustee may affix thereto any disclaimer it deems appropriate in its
sole discretion (together with any warnings as to the confidential nature
and/or the uses of such information as it may, in its sole discretion,
determine appropriate), (C) the



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Trustee may notify Certificateholders and Certificate Owners of the
availability of any such information in any manner as it, in its sole
discretion, may determine, (D) the Trustee shall be entitled (but not
obligated) to require payment from each recipient of a reasonable fee for, and
its out-of-pocket expenses incurred in connection with, the collection,
assembly, reproduction or delivery of any such Additional Information, (E)
without the consent of the Depositor, the Trustee may, in its sole discretion,
furnish Additional Information to a Rating Agency in any instance, and to the
Certificateholders, Certificate Owners and/or the public-at-large if it
determines that the furnishing of such information would assist in the
evaluation of the investment characteristics or valuation of the Certificates
or would be in the best interests of the Certificateholders or is required by
applicable law and, in the case of any Additional Information requested by a
Certificate Owner or Certificateholder, such Certificate Owner or
Certificateholder has delivered an executed certificate in the form of Exhibit
K hereto and (F) the Trustee shall be entitled to distribute or make available
such Additional Information in accordance with such reasonable rules and
procedures as it may deem necessary or appropriate (which may include the
requirement that an agreement that provides such information shall be used
solely for purposes of evaluating the investment characteristics or valuation
of the Certificates be executed by the recipient, if and to the extent the
Trustee deems the same to be necessary or appropriate). Nothing herein shall be
construed to impose upon the Trustee any obligation or duty to furnish or
distribute any Additional Information to any Person in any instance, and the
Trustee shall neither have any liability for furnishing nor for refraining from
furnishing Additional Information in any instance. The Trustee shall be
entitled (but not required) to request and receive direction from the Depositor
as to the manner of delivery of any such Additional Information, if and to the
extent the Trustee deems necessary or advisable, and to require that any
consent, direction or request given to it pursuant to this Section be made in
writing.

     Upon the authorization of the Depositor, the Trustee shall make available
to Bloomberg Financial Markets, L.P. ("Bloomberg") or such other vendor chosen
by the Depositor, all the electronic reports delivered or made available
pursuant to this Section 4.02(a) to the Certificateholders and Certificate
Owners using a format and media mutually acceptable to the Trustee and
Bloomberg.

     (b) No later than the Business Day prior to each Distribution Date,
subject to the last paragraph of this subsection (b), the Master Servicer shall
deliver or cause to be delivered to the Trustee (and, if the Master Servicer is
not the Special Servicer, the Trustee shall deliver to the Special Servicer) in
electronic form mutually acceptable to the Trustee and the Master Servicer the
following reports or information: (1) a Delinquent Loan Status Report, (2) an
REO Status Report, (3) a Historical Loan Modification Report, (4) a Historical
Loss Report, (5) the Servicer Watch List, (6) the CMSA Financial File, (7) the
CMSA Property File Report and (8) the CMSA Comparative Financial Status Report.

     No later than the Business Day prior to each Distribution Date, the Master
Servicer will deliver to the Trustee (by electronic means) a "Comparative
Financial Status Report" containing substantially the content set forth in
Exhibit I setting forth, among other things, the occupancy, revenue, net
operating income and debt service coverage ratio for each Mortgage Loan (other
than the Credit Lease Loans) or related Mortgaged Property as of the


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Determination Date immediately preceding the preparation of such report for
each of the following three periods (but only to the extent the related
borrower is required by the Mortgage to deliver and does deliver, or otherwise
agrees to provide and does provide, such information): (a) the most current
available year-to-date; (b) each of the previous two full fiscal years stated
separately (to the extent such information is in the Master Servicer's
possession); and (c) the "base year" (representing the original analysis of
information used as of the Cut-Off Date).

     No later than 12:00 noon, New York City time, on the second Business Day
prior to each Distribution Date, the Master Servicer will deliver to the
Trustee a CMSA Periodic Loan File setting forth certain information with
respect to the Mortgage Loans and Mortgaged Properties and a single report (the
"Collection Report") setting forth, among other things, the information
specified in clauses (i) through (vi) below (the amounts and allocations of
payments, collections, fees and expenses with respect to Specially Serviced
Mortgage Loans and REO Properties to be based upon the report to be delivered
by the Special Servicer to the Master Servicer on the second Business Day after
the related Determination Date, in the form required by Section 4.02(c) below):

          (i) the aggregate amount that is to be transferred from the
     Certificate Account to the Distribution Account in respect of such
     Distribution Date that is allocable to principal on or in respect of the
     Mortgage Loans and any REO Loans, separately identifying the aggregate
     amount of any Principal Prepayments included therein, and (if different)
     the Principal Distribution Amount for the immediately succeeding
     Distribution Date;

          (ii) the aggregate amount that is to be transferred from the
     Certificate Account to the Distribution Account in respect of such
     Distribution Date that is allocable to (A) interest on or in respect of
     the Mortgage Loans and any REO Loans, (B) Prepayment Premiums and (C)
     Excess Interest;

          (iii) the aggregate amount of any Delinquency Advances made pursuant
     to Section 4.03 of this Agreement as of the end of the prior calendar
     month that were included in amounts deposited in the Distribution Account;

          (iv) the information required to be included in the Distribution Date
     Statement for the next succeeding Distribution Date and described in
     clauses (v) - (xiii) and (xix) - (xxiii) of the description of the
     Distribution Date Statement in Section 4.02(a);

          (v) the loan number and the unpaid principal balance as of the close
     of business on such Determination Date of each Specially Serviced Mortgage
     Loan and each other Defaulted Mortgage Loan; and

          (vi) such other information on a Mortgage Loan-by-Mortgage Loan or
     REO Property-by-REO Property basis as the Trustee or the Depositor shall
     reasonably request in writing (including, without limitation, information
     with respect to any modifications of any Mortgage Loan, any Mortgage Loans
     in default or foreclosure, the operation and disposition of REO Property
     and the assumption of any Mortgage Loan).

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     On the date on which the report described above is delivered to the
Trustee, the Master Servicer shall also deliver or cause to be delivered to the
Trustee (i) a report, in form reasonably acceptable to the Trustee, containing
the information with respect to the Mortgage Pool necessary for the Trustee to
prepare with respect to the Mortgage Pool any additional schedules and tables
required to be made available by the Trustee pursuant to Section 4.02(a), and
(ii) an updated Mortgage Loan Schedule, in each case reflecting the changes in
the Mortgage Pool during the related Collection Period.

     In addition, the Master Servicer is also required to perform with respect
to each Mortgaged Property and REO Property (except any Mortgaged Property
securing a Credit Lease Loan):

          (1) Within 30 days after receipt of a quarterly operating statement,
     if any, commencing with the calendar quarter ended June 30, 2001, a "CMSA
     Operating Statement Analysis Report" containing revenue, expense, and net
     operating income information substantially in accordance with Exhibit I
     presenting the computation made in accordance with the methodology set
     forth in Exhibit F (but only to the extent the related borrower is
     required by the Mortgage to deliver and does deliver, or otherwise agrees
     to provide and does provide, such information) for such Mortgaged Property
     or REO Property as of the end of such calendar quarter. The Master
     Servicer will deliver to the Trustee by electronic means the Operating
     Statement Analysis upon request; and

          (2) Within 30 days after receipt by the Master Servicer of an annual
     operating statement, an NOI adjustment analysis containing substantially
     the content set forth in Exhibit I (the "CMSA NOI Adjustment Worksheet")
     (but only to the extent the related borrower is required by the Mortgage
     to deliver and does deliver, or otherwise agrees to provide and does
     provide, such information), presenting the computation made in accordance
     with the methodology described in Exhibit F to "normalize" the full year
     net operating income and debt service coverage numbers used by the Master
     Servicer in preparing the Comparative Financial Status Report above. The
     Master Servicer will deliver to the Trustee by electronic means the "NOI
     Adjustment Worksheet" upon request.

Upon request, the Trustee shall deliver or shall cause to be delivered to each
Certificateholder, to each party hereto, to any Underwriter, to the Rating
Agencies, and to each Person that provides the Trustee with an Investor
Certification a copy of the Operating Statement Analysis and NOI Adjustment
Worksheet most recently performed by the Master Servicer with respect to any
Mortgage Loan and delivered to the Trustee.

     Not later than the first day of the calendar month following each Master
Servicer Remittance Date, the Master Servicer shall forward to the Trustee a
statement, setting forth the status of the Certificate Account as of the close
of business on such Master Servicer Remittance Date, stating that all
remittances to the Trustee required by this Agreement to be made by the Master
Servicer have been made (or, in the case of any such required remittance that
has not been made by the Master Servicer, specifying the nature and status
thereof) and showing, for the period from the preceding Master Servicer
Remittance Date (or, in the case of the first Master Servicer Remittance Date,
from the Cut-off Date) to such Master Servicer Remittance Date, the


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aggregate of deposits into and withdrawals from the Certificate Account for
each category of deposit specified in Section 3.04(a) and each category of
withdrawal specified in Section 3.05(a). The Master Servicer shall also deliver
to the Trustee, upon reasonable request of the Trustee, any and all additional
information relating to the Mortgage Pool in the possession of the Master
Servicer (which information shall be based upon reports delivered to the Master
Servicer by the Special Servicer with respect to Specially Serviced Mortgage
Loans and REO Properties).

     The Master Servicer, on the first Business Day following each
Determination Date, shall forward to the Special Servicer all information
collected by the Master Servicer which the Special Servicer is required to
include in the reports delivered by the Special Servicer pursuant to Section
4.02(c) below. Further, the Master Servicer shall cooperate with the Special
Servicer and provide the Special Servicer with the information in the
possession of the Master Servicer reasonably requested by the Special Servicer,
in writing, to the extent required to allow the Special Servicer to perform its
obligations under this Agreement with respect to those Mortgage Loans serviced
by the Master Servicer.

     The obligation of the Master Servicer to deliver the reports required to
be delivered by it pursuant to this subsection is subject to the Master
Servicer having received from the Special Servicer in a timely manner the
related reports and information necessary or required to enable the Master
Servicer to prepare and deliver such reports. The Master Servicer shall not be
responsible for the accuracy or content of any report, document or information
furnished by the Special Servicer to the Master Servicer pursuant to this
Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.

     (c) On the second Business Day after each Determination Date, the Special
Servicer shall forward to the Master Servicer, for each Specially Serviced
Mortgage Loan and REO Property, reports containing all information the Master
Servicer will be required to include in the other reports that the Master
Servicer is obligated to deliver to the Trustee pursuant to Section 4.02(b), to
the extent such information relates to any Specially Serviced Mortgage Loan or
any REO Property. The Special Servicer shall also deliver to the Trustee, upon
the reasonable written request of the Trustee, any and all additional
information in the possession of the Special Servicer relating to the Specially
Serviced Mortgage Loans and the REO Properties.

     The Special Servicer shall cooperate with the Master Servicer and provide
the Master Servicer with the information in the possession of the Special
Servicer reasonably requested by the Master Servicer, in writing, to the extent
required to allow the Master Servicer to perform its obligations under this
Agreement with respect to the Specially Serviced Mortgage Loans and REO
Properties. Additional information regarding the Specially Serviced Mortgage
Loans and REO Properties, including, without limitation, any financial or
occupancy information (including lease summaries) provided to the Special
Servicer by the Mortgagors or otherwise obtained, shall be delivered to the
Master Servicer, within ten days of receipt.

     (d) The Master Servicer and the Special Servicer may make available to
Certificate Owners who have certified to the Master Servicer their beneficial
ownership of any Certificate, or prospective Certificate Owners who provide
appropriate confirmation that they are prospective Certificate Owners who
intend to keep any information confidential, copies of any reports or files
prepared by the Servicer pursuant to this Agreement.



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     (e) Each of the Master Servicer and Special Servicer may make information
concerning the Mortgage Loans available on any website that it has established.

     SECTION 4.03 DELINQUENCY ADVANCES.

     (a) On each Delinquency Advance Date, the Master Servicer shall either (i)
deposit into the Certificate Account from its own funds an amount equal to the
aggregate amount of Delinquency Advances, if any, to be made in respect of the
related Distribution Date, (ii) apply amounts held in the Certificate Account
for future distribution to Certificateholders in subsequent months in discharge
of any such obligation to make Delinquency Advances, or (iii) make Delinquency
Advances in the form of any combination of (i) and (ii) aggregating the total
amount of Delinquency Advances to be made; provided that, if Late Collections
(net of related Workout Fees) of the delinquent Monthly Payments for which
Delinquency Advances are to be made for the related Distribution Date, are on
deposit in the Certificate Account and available to make such Advances, the
Master Servicer shall utilize such Late Collections to make such Advances
pursuant to clause (ii) above. Any amounts held in the Certificate Account for
future distribution and so used to make Delinquency Advances shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Certificate Account on or before the next
succeeding Determination Date (to the extent not previously replaced through
the deposit of Late Collections of the delinquent principal and interest in
respect of which such Delinquency Advances were made). If, as of 3:00 p.m., New
York City time, on any Master Servicer Remittance Date, the Trustee shall not
have received any Delinquency Advance required to be made by the Master
Servicer pursuant to this Section 4.03(a) (and the Master Servicer shall not
have delivered to the Trustee the requisite Officer's Certificate and
documentation related to a determination of nonrecoverability of a Delinquency
Advance), then the Trustee shall provide notice of such failure to a Servicing
Officer of the Master Servicer by facsimile transmission sent to telecopy no.
(215) 328-3478 (or such alternative number provided by the Master Servicer to
the Trustee in writing) and by telephone at telephone no. (215) 328-1258
(Attention: Master Servicing Manager) (or such alternative number provided by
the Master Servicer to the Trustee in writing) as soon as possible, but in any
event before 5:00 p.m., New York City time, on such day. If after such notice
the Trustee does not receive the full amount of such Delinquency Advances by
11:00 a.m., New York City time, on the Business Day immediately following such
Master Servicer Remittance Date, then the Trustee shall make the portion of
such Delinquency Advances that was required to be, but was not, made by the
Master Servicer pursuant to this Section 4.03(a). If the Trustee fails to make
a Delinquency Advance required to be made by it hereunder, the Fiscal Agent
shall make such advance no later than 1:00 p.m. New York City time on the
Business Day immediately following such Master Servicer Remittance Date. The
making of such Advance by the Fiscal Agent shall cure the failure by the
Trustee to make such Advance.

     (b) The aggregate amount of Delinquency Advances to be made by the Master
Servicer in respect of the Mortgage Loans (including, without limitation,
Assumed Monthly Payments for Balloon Mortgage Loans delinquent as to their
respective Balloon Payments) and any REO Loans for any Distribution Date shall
equal, subject to subsection (c) below, the aggregate of all Monthly Payments
(other than Balloon Payments) and any Assumed Monthly Payments, in each case
net of related Workout Fees payable hereunder, that were due or deemed



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due, as the case may be, in respect thereof on their respective Due Dates
during the same month as such Distribution Date and that were not paid by or on
behalf of the related Mortgagors or otherwise collected as of the close of
business on the later of the related Due Date or the last day of the related
Collection Period. Notwithstanding the foregoing, if an Appraisal Reduction
Amount exists with respect to any Mortgage Loan that is a Required Appraisal
Loan, then, in the event of subsequent delinquencies thereon, the interest
portion of the Delinquency Advance in respect of such Required Appraisal Loan
for the related Distribution Date shall be reduced (it being herein
acknowledged that there shall be no reduction in the principal portion of such
Delinquency Advance) by the product of (i) the amount of the interest portion
of such Delinquency Advance for such Required Appraisal Loan for such
Distribution Date without regard to this proviso, multiplied by (ii) a
fraction, expressed as a percentage, the numerator of which is equal to the
Stated Principal Balance of such Required Appraisal Loan immediately prior to
such Distribution Date, net of the related Appraisal Reduction Amount, if any,
and the denominator of which is equal to the Stated Principal Balance of such
Required Appraisal Loan immediately prior to such Distribution Date.

     (c) Notwithstanding anything herein to the contrary, no Delinquency
Advance shall be required to be made hereunder if such Delinquency Advance
would, if made, constitute a Nonrecoverable Delinquency Advance. In addition,
Nonrecoverable Delinquency Advances shall be reimbursable pursuant to Section
3.05(a) out of general collections on the Mortgage Loans and REO Properties on
deposit in the Certificate Account. The determination by the Master Servicer
or, if applicable, the Trustee or the Fiscal Agent, that it has made a
Nonrecoverable Delinquency Advance or that any proposed Delinquency Advance, if
made, would constitute a Nonrecoverable Delinquency Advance, shall be evidenced
by an Officer's Certificate delivered promptly (and, in any event, in the case
of a proposed Delinquency Advance to be made by the Master Servicer, no less
than two Business Days prior to the related Delinquency Advance Date) by the
Master Servicer to the Trustee (or, if applicable, retained thereby) and the
Depositor, setting forth the basis for such determination, together with (if
such determination is prior to the liquidation of the related Mortgage Loan or
REO Property) a copy of an Appraisal of the related Mortgaged Property or REO
Property, as the case may be, which shall have been performed within the twelve
months preceding such determination, and further accompanied by any other
information that the Master Servicer or the Special Servicer may have obtained
and that supports such determination. If such an Appraisal shall not have been
required and performed pursuant to the terms of this Agreement, the Master
Servicer, the Special Servicer, the Trustee or the Fiscal Agent, as the case
may be, may, subject to its reasonable and good faith determination that such
Appraisal will demonstrate the nonrecoverability of the related Advance, obtain
an Appraisal for such purpose at the expense of the Trust Fund. The Trustee and
the Fiscal Agent shall be entitled to rely on any determination of
nonrecoverability that may have been made by the Master Servicer or the Special
Servicer with respect to a particular Delinquency Advance, and the Master
Servicer shall be entitled to rely on any determination of nonrecoverability
that may have been made by the Special Servicer with respect to a particular
Delinquency Advance.

     (d) The Master Servicer, the Trustee and the Fiscal Agent shall each be
entitled to receive interest at the Reimbursement Rate in effect from time to
time, accrued on the amount of each Delinquency Advance made thereby (out of
its own funds) for so long as such Delinquency



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Advance is outstanding (or, if any Delinquency Advance is required to be made
in respect of a delinquent Monthly Payment on any Mortgage Loan prior to the
end of the grace period for such Monthly Payment, for so long as such
Delinquency Advance is outstanding following the end of such grace period),
payable first, out of Penalty Charges received on the Mortgage Loan or REO Loan
as to which such Delinquency Advance was made and, then, once such Delinquency
Advance has been reimbursed, out of general collections on the Mortgage Loans
and REO Properties pursuant to Section 3.05(a).

     SECTION 4.04 ALLOCATION OF REALIZED LOSSES AND ADDITIONAL TRUST FUND
EXPENSES.

     (a) On each Distribution Date, following the deemed distributions to be
made in respect of the REMIC I Regular Interests pursuant to Section 4.01(a),
the Uncertificated Principal Balance of each REMIC I Regular Interest (after
taking account of such deemed distributions) shall be reduced to equal the
Stated Principal Balance of the related Mortgage Loan or REO Loan or, if
applicable, Replacement Mortgage Loan(s) that will be outstanding immediately
following such Distribution Date. Such reductions shall be deemed to be an
allocation of Realized Losses and Additional Trust Fund Expenses.

     (b) On each Distribution Date, following the payments deemed to be made to
REMIC III in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(b), the Trustee shall determine the amount, if any, by which (i)
the then aggregate Uncertificated Principal Balance of REMIC II Regular
Interests LA-1, LA-2-1, LA-2-2, LB, LC, LD, LE, LF, LG, LH, LJ, LK, LL, LM, LN,
LO, LP and LQ exceeds (ii) an amount equal to the aggregate Stated Principal
Balance that will be outstanding immediately following such Distribution Date.
If such excess does exist, then the respective Uncertificated Principal
Balances of such REMIC II Regular Interests shall be reduced such that the
Uncertificated Principal Balance of each REMIC II Regular Interest corresponds
with the Certificate Principal Balance of the corresponding Class of Principal
Balance Certificates outstanding after the subsequent adjustments made on such
Distribution Date under Section 4.04(c) below; provided that the aggregate
Uncertificated Principal Balance of the REMIC II Regular Interests LA-2-1 and
LA-2-2 shall correspond with the Certificate Principal Balance of the Class A-2
Certificates and the Uncertificated Principal Balances of the REMIC II Regular
Interests LA-2-1 and LA-2-2 shall be reduced on a pro rata basis.

     (c) On each Distribution Date, following the distributions to be made to
the Certificateholders on such date pursuant to Section 4.01(c), the Trustee
shall determine the amount, if any, by which (i) the then aggregate Certificate
Principal Balance of the Principal Balance Certificates, exceeds (ii) the
aggregate Stated Principal Balance of the Mortgage Loans that will be
outstanding immediately following such Distribution Date. If such excess does
exist, then the Class Principal Balances of the Class Q, Class P, Class O,
Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C and Class B Certificates shall be reduced sequentially, in
that order, in each case, until the first to occur of such excess being reduced
to zero or the related Class Principal Balance being reduced to zero. If, after
the foregoing reductions, the amount described in clause (i) of the second
preceding sentence still exceeds the amount described in clause (ii) of the
second preceding sentence, then the respective Class Principal Balances of the
Class A-1 and Class A-2 Certificates shall be reduced, pro rata



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in accordance with the relative sizes of the then outstanding Class Principal
Balances of such Classes of Certificates, until the first to occur of such
excess being reduced to zero or each such Class Principal Balance being reduced
to zero. Such reductions in the Class Principal Balances of the respective
Classes of Principal Balance Certificates shall be deemed to be allocations of
Realized Losses and Additional Trust Fund Expenses.

                                   ARTICLE V

                                THE CERTIFICATES

     SECTION 5.01 THE CERTIFICATES.

     (a) The Certificates will be substantially in the respective forms annexed
hereto as Exhibits A-1 through A-22. The Certificates will be issuable in
registered form only; provided, however, that in accordance with Section 5.03
beneficial ownership interests in the Certificates, other than the Residual
Certificates, shall initially be held and transferred through the book-entry
facilities of the Depository. The Residual Certificates will be issued as
Definitive Certificates. The REMIC III Regular Certificates will be issuable in
denominations corresponding to initial Certificate Principal Balances or
Certificate Notional Amounts, as the case may be, as of the Closing Date of not
less than $25,000 in the case of the Class A-1, Class A-2, Class B, Class C and
Class D Certificates, $100,000 in the case of the Class E, Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and
Class Q Certificates, and $1,000,000 in the case of the Class X Certificates,
and in each such case in any whole dollar denomination in excess thereof;
provided, however, that a single Certificate of each Class thereof may be
issued in a different denomination. The Residual Certificates will be issuable
only in denominations representing Percentage Interests of not less than 20% in
the related Class.

     (b) The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee in its capacity as trustee hereunder by an authorized
officer. Certificates bearing the manual or facsimile signatures of individuals
who were at any time the authorized officers of the Trustee shall be entitled
to all benefits under this Agreement, subject to the following sentence,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of such Certificates. No Certificate shall be
entitled to any benefit under this Agreement, or be valid for any purpose,
however, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Certificate Registrar by manual signature, and such certificate of
authentication upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

     SECTION 5.02 REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

     (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act in
accordance with the terms

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hereof) as Certificate Registrar for the purpose of registering Certificates and
transfers and exchanges of Certificates as herein provided. The Certificate
Registrar may appoint, by a written instrument delivered to the Depositor, the
Master Servicer and the Special Servicer, any other bank or trust company to act
as Certificate Registrar under such conditions as the predecessor Certificate
Registrar may prescribe, provided that the predecessor Certificate Registrar
shall not be relieved of any of its duties or responsibilities hereunder by
reason of such appointment. If the Trustee resigns or is removed in accordance
with the terms hereof, the successor trustee shall immediately succeed to its
predecessor's duties as Certificate Registrar. The Depositor, the Master
Servicer and the Special Servicer, shall have the right to inspect the
Certificate Register or to obtain a copy thereof at all reasonable times, and to
rely conclusively upon a certificate of the Certificate Registrar as to the
information set forth in the Certificate Register.

     (b) No transfer of any Non-Registered Certificate shall be made unless
such transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act in a transaction
that does not require such registration or qualification. If such a transfer is
to be made without registration under the Securities Act, other than a transfer
by the Depositor or an Affiliate thereof, then the Trustee shall require, in
order to assure compliance with such laws, receipt by it and the Depositor of a
certificate from the Certificateholder desiring to effect such transfer
substantially in the form attached as Exhibit B-1 hereto and a certificate from
such Certificateholder's prospective transferee substantially in the form
attached as Exhibit B-2 hereto.

     Notwithstanding the foregoing, transfers of a beneficial interest in any
Class (or portion thereof) of Non-Registered Certificates (other than the
Residual Certificates) in accordance with the rules and procedures of the
Depository applicable to transfers by its respective participants will be
permitted if such transfer is made to a Qualified Institutional Buyer in
accordance with Rule 144A promulgated under the Securities Act.

     None of the Depositor, the Trustee or the Certificate Registrar is
obligated to register or qualify any Class of Non-Registered Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under this Agreement to permit the transfer of any
Non-Registered Certificate without registration or qualification. Any Holder of
a Non-Registered Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Depositor, the Trustee and the Certificate
Registrar against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

     (c) (i) No transfer of a Senior Certificate or a Class B, Class C, Class
D, Class E, Class F, Class G or Class H Certificate or any interest therein
shall be made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless (1) such
Plan qualifies as an accredited investor as defined in Rule



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501(a)(1) of Regulation D of the Securities Act at the time of such transfer,
such Certificates continue to be rated in one of the top four rating categories
by at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60 (as defined below)) and the
conditions set forth in Sections I and III of PTCE 95-60 have been satisfied as
of the date of acquisition of such Certificate. Each purchaser or transferee
that is a Plan or is investing on behalf of or with "plan assets" of a Plan
will be deemed to have represented that the foregoing conditions have been
satisfied.

          (ii) No transfer of a Residual Certificate or any interest therein
     shall be made (A) to any Plan or (B) to any Person who is directly or
     indirectly purchasing such Certificate or interest therein on behalf of,
     as named fiduciary of, as trustee of, or with "plan assets" of a Plan. No
     transfer of a Class J, Class K, Class L, Class M, Class N, Class O, Class
     P or Class Q Certificate or any interest therein shall be made (A) to any
     Plan or (B) to any Person who is directly or indirectly purchasing such
     Certificate or interest therein on behalf of, as named fiduciary of, as
     trustee of, or with "plan assets" of a Plan unless the prospective
     transferee of any such Certificate or any interest therein provides a
     certification of facts to the Depositor, the Master Servicer and the
     Trustee substantially to the effect that (or, if such Certificate is not
     in certificated form, will be deemed to represent that) the purchase of
     such Certificate by or on behalf of, or with "plan assets" of, any Plan is
     permissible under applicable law, will not constitute or result in any
     non-exempt prohibited transaction under ERISA or Section 4975 of the Code,
     will not subject the Depositor, the Trustee or the Master Servicer to any
     obligation in addition to those undertaken herein, and the following
     conditions are met: (1) such Plan qualifies as an accredited investor as
     defined in Rule 501(a)(1) of Regulation D of the Securities Act, (2) the
     source of funds used to purchase such Certificate is an "insurance company
     general account" (as such term is defined in United States Department of
     Labor Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and (3)
     the conditions set forth in Sections I and III of PTCE 95-60 have been
     satisfied as of the date of the acquisition of such Certificates. Any
     purchaser of a Class J, Class K, Class L, Class M, Class N, Class O, Class
     P or Class Q Certificate or any interest therein will be deemed to have
     represented by such purchase that either (a) such purchaser is not a Plan
     and is not purchasing such Certificates by or on behalf of, or with "plan
     assets" of, any Plan or (b) the purchase of any such Certificate by or on
     behalf of, or with "plan assets" of, any Plan is permissible under
     applicable law, will not result in any non-exempt prohibited transaction
     under ERISA or Section 4975 of the Code, and will not subject the
     Depositor, the Trustee or the Master Servicer to any obligation in
     addition to those undertaken herein, and the following conditions are met:
     (i) such Plan qualifies as an accredited investor as defined in Rule
     501(a)(1) of Regulation D of the Securities Act, (ii) the source of funds
     used to purchase such Certificate is an "insurance company general
     account" (as such term is defined in PTCE 95-60) and (iii) the conditions
     set forth in Sections I and III of PTCE 95-60 have been satisfied as of
     the date of the acquisition of such Certificates. The Trustee may require
     that any prospective transferee of a Certificate that is held as a
     Definitive Certificate provide such certifications as the Trustee may deem
     desirable or necessary in order to establish that such transferee or the
     Person in whose name such registration is requested is not a Plan or a
     Person who is directly or indirectly purchasing such Certificate on behalf
     of, as named fiduciary of, as trustee of, or with "plan assets" of



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     a Plan or that the conditions of an acceptable alternative have been
     satisfied. The Trustee shall not have any responsibility to monitor or
     restrict the transfer of Ownership Interests in any Certificates that are
     in the form of a Book-Entry Certificate.

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

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

               (B) In connection with any proposed Transfer of any Ownership
          Interest in a Residual Certificate, the Trustee shall require
          delivery to it, and no Transfer of any Residual Certificate shall be
          registered until the Trustee receives, an affidavit and agreement
          substantially in the form attached hereto as Exhibit C-1 (a "Transfer
          Affidavit and Agreement") from the proposed Transferee, in form and
          substance satisfactory to the Trustee, representing and warranting,
          among other things, that such Transferee is a Permitted Transferee,
          that it is not acquiring its Ownership Interest in the Residual
          Certificate that is the subject of the proposed Transfer as a
          nominee, trustee or agent for any Person that is not a Permitted
          Transferee, that for so long as it retains its Ownership Interest in
          a Residual Certificate, it will endeavor to remain a Permitted
          Transferee, that it is a United States Person, and that it has
          reviewed the provisions of this Section 5.02(d) and agrees to be
          bound by them.

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

               (D) Each Person holding or acquiring any Ownership Interest in a
          Residual Certificate shall agree (1) to require a Transfer Affidavit
          and Agreement from any prospective Transferee to whom such Person
          attempts to transfer its Ownership Interest in such Residual
          Certificate and (2) not to transfer its Ownership Interest in such
          Residual Certificate unless it provides to the Trustee a certificate
          substantially in the form attached hereto as Exhibit C-2 stating
          that, among other things, it has no actual knowledge that such
          prospective Transferee is not a Permitted Transferee or is not a
          United States Person.



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<PAGE>

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

          (ii) (A) If any purported Transferee shall become a Holder of a
     Residual Certificate in violation of the provisions of this Section
     5.02(d) or if any Holder of a Residual Certificate shall lose its status
     as a Permitted Transferee or a United States Person, then the last
     preceding Holder of such Residual Certificate that was in compliance with
     the provisions of this Section 5.02(d) shall be restored, to the extent
     permitted by law, to all rights as Holder thereof retroactive to the date
     of registration of such Transfer of such Residual Certificate. None of the
     Trustee, the Master Servicer, the Special Servicer or the Certificate
     Registrar shall be under any liability to any Person for any registration
     of Transfer of a Residual Certificate that is in fact not permitted by
     this Section 5.02(d) or for making any payments due on such Certificate to
     the Holder thereof or for taking any other action with respect to such
     Holder under the provisions of this Agreement.

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

          (iii) The Trustee shall make available to the Internal Revenue
     Service and those Persons specified by the REMIC Provisions, all
     information necessary to compute any tax imposed (A) as a result of the
     Transfer of an Ownership Interest in a Residual Certificate to any Person
     who is not a Permitted Transferee, including the information described in
     Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5)with
     respect to the "excess inclusions" of such Residual Certificate and (B) as
     a



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     result of any regulated investment company, real estate investment trust,
     common trust fund, partnership, trust, estate or organization described in
     Section 1381 of the Code that holds an Ownership Interest in a Residual
     Certificate having as among its record holders at any time any Person
     which is not a Permitted Transferee. The Person holding such Ownership
     Interest shall be responsible for the reasonable compensation of the
     Trustee for providing such information.

          (iv) The provisions of this Section 5.02(d) set forth prior to this
     subsection (iv) may be modified, added to or eliminated, provided that
     there shall have been delivered to the Trustee and the Depositor the
     following:

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

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

     (e) Subject to the preceding subsections, upon surrender for registration
of transfer of any Certificate at the offices of the Certificate Registrar
maintained for such purpose, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class of a
like aggregate Percentage Interest.

     (f) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the offices of the Certificate Registrar maintained for such
purpose. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates which the Certificateholder making the exchange is entitled to
receive.

     (g) Every Certificate presented or surrendered for transfer or exchange
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.

     (h) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.



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

     (j) Upon request, the Certificate Registrar shall provide the Master
Servicer, the Special Servicer and the Depositor with an updated copy of the
Certificate Register on or about January 1 and July 1 of each year, commencing
January 1, 2002.

     SECTION 5.03 BOOK-ENTRY CERTIFICATES.

     (a) Each Class of Certificates other than the Residual Certificates shall
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in subsection (c) below,
transfer of such Certificates may not be registered by the Certificate
Registrar unless such transfer is to a successor Depository that agrees to hold
such Certificates for the respective Certificate Owners with Ownership
Interests therein. Such Certificate Owners shall hold and transfer their
respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided in subsection
(c) below shall not be entitled to definitive, fully registered Certificates
("Definitive Certificates") in respect of such Ownership Interests. The Trustee
shall not have any responsibility to monitor or restrict the transfer of
Ownership Interests in any Book-Entry Certificate. All transfers by Certificate
Owners of their respective Ownership Interests in the Book-Entry Certificates
shall be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owner. Each
Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.

     (b) The Trustee, the Master Servicer, the Special Servicer, the Depositor
and the Certificate Registrar may for all purposes, including the making of
payments due on the Book-Entry Certificates, deal with the Depository as the
authorized representative of the Certificate Owners with respect to such
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements
between such Certificate Owners and the Depository Participants and brokerage
firms representing such Certificate Owners. Multiple requests and directions
from, and votes of, the Depository as Holder of the Book-Entry Certificates
with respect to any particular matter shall not be deemed inconsistent if they
are made with respect to different Certificate Owners. The Trustee may
establish a reasonable record date in connection with solicitations of consents
from or voting by Certificateholders and shall give notice to the Depository of
such record date.

     (c) If (i)(A) the Depositor advises the Trustee and the Certificate
Registrar in writing that the Depository is no longer willing or able to
properly discharge its responsibilities with respect to the Book-Entry
Certificates, and (B) the Depositor is unable to locate a qualified successor,
or (ii) the Depositor at its option advises the Trustee and the Certificate
Registrar in writing that it elects to terminate the book-entry system through
the Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon


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surrender to the Certificate Registrar of the Book-Entry Certificates by the
Depository, accompanied by registration instructions from the Depository for
registration of transfer and any other documents necessary to satisfy the
requirements of any applicable transfer restrictions, the Trustee shall
execute, and the Certificate Registrar shall authenticate and deliver, the
applicable Definitive Certificates to the Certificate Owners identified in such
instructions. None of the Depositor, the Master Servicer, the Special Servicer,
the Trustee, the Fiscal Agent or the Certificate Registrar shall be liable for
any delay in delivery of such instructions, and each may conclusively rely on,
and shall be protected in relying on, such instructions. Upon the issuance of
Definitive Certificates for purposes of evidencing ownership of the Registered
Certificates held in book-entry form, the registered holders of such Definitive
Certificates shall be recognized as Certificateholders hereunder and,
accordingly, shall be entitled directly to receive payments on, to exercise
Voting Rights with respect to, and to transfer and exchange such Definitive
Certificates.

     SECTION 5.04 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

     If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of actual notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and like Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee and
the Certificate Registrar may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of
ownership in the applicable REMIC, as if originally issued, whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

     SECTION 5.05 PERSONS DEEMED OWNERS.

     Prior to due presentation of a Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the person in whose name such Certificate is registered as of the related
Record Date as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
except as and to the extent provided in the definition of "Certificateholder",
and none of the Depositor, the Master Servicer, the Special Servicer, the
Trustee, the Certificate Registrar or any agent of any of them shall be
affected by notice to the contrary except as provided in Section 5.02(d).



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                                  ARTICLE VI

          THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

     SECTION 6.01 LIABILITY OF THE DEPOSITOR, THE MASTER SERVICER AND THE
SPECIAL SERVICER.

     The Depositor, the Master Servicer and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, the Master Servicer
and the Special Servicer herein.

     SECTION 6.02 MERGER, CONSOLIDATION OR CONVERSION OF THE DEPOSITOR, THE
MASTER SERVICER AND THE SPECIAL SERVICER; ASSIGNMENT OF RIGHTS AND DELEGATION
OF DUTIES BY THE MASTER SERVICER AND THE SPECIAL SERVICER.

     (a) Subject to subsection (b) below, the Depositor, the Master Servicer
and the Special Servicer each will keep in full effect its existence, rights
and franchises as a corporation under the laws of the jurisdiction of its
incorporation, and each will obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.

     (b) The Depositor, the Master Servicer and the Special Servicer may be
merged or consolidated with or into any Person, or transfer all or
substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, the Master
Servicer or the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer and the Special Servicer,
shall be the successor of the Depositor, the Master Servicer and the Special
Servicer, as the case may be, hereunder, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding; provided that (i) such Person is
qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and
(ii) such merger, consolidation or succession will not result in the downgrade,
qualification or withdrawal of the then-current ratings of the Classes of
Certificates that have been so rated (as evidenced by a letter to such effect
from each Rating Agency).

     (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer and the Special Servicer may assign all of
its rights and delegate all of its duties and obligations under this Agreement;
provided that the Person accepting such assignment or delegation shall be a
Person that is qualified to service multifamily mortgage loans on behalf of
FNMA or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is
willing to service the Mortgage Loans and executes and delivers to the
Depositor and the Trustee an agreement, in form and substance reasonably
satisfactory to the Depositor and the Trustee, which contains an assumption by
such Person of the due and punctual performance and observance of each covenant
and condition to be performed or observed by the Master Servicer or the Special
Servicer, as the case may be, under this Agreement; provided further that such
assignment or delegation will not result in the downgrade, qualification or
withdrawal of the



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then-current ratings of the Classes of Certificates that have been rated (as
evidenced by a Rating Agency Confirmation). In the case of any such assignment
and delegation, the Master Servicer or the Special Servicer, as the case may
be, shall be released from its obligations under this Agreement, except that
the Master Servicer or the Special Servicer, as the case may be, shall remain
liable for all liabilities and obligations incurred by it, or arising from its
conduct, hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the preceding sentence. Notwithstanding
anything above to the contrary, each of the Master Servicer and the Special
Servicer may, in its sole discretion, appoint Sub-Servicers in accordance with
Section 3.22 hereof and independent contractors or agents to perform select
duties thereof, provided that the Master Servicer or the Special Servicer shall
not be relieved from such duties solely by virtue of such appointment.

     SECTION 6.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE MASTER
SERVICER, THE SPECIAL SERVICER AND OTHERS.

     None of the Depositor, the Master Servicer, the Special Servicer or any of
the directors, officers, employees or agents of the Depositor, the Master
Servicer or the Special Servicer shall be under any liability to the Trust Fund
or the Certificateholders for any action taken or for refraining from the
taking of any action in good faith pursuant to this Agreement or for errors in
judgment; provided, however, that this provision shall not protect the
Depositor, the Master Servicer, the Special Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of willful misfeasance, bad faith or
negligence in the performance of duties or by reason of reckless disregard of
obligations and duties hereunder. The Depositor, the Master Servicer, the
Special Servicer and any director, officer, employee or agent of the Depositor,
the Master Servicer or the Special Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer
and the Special Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer or the Special Servicer shall be indemnified by
the Trust Fund and held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates or any asset of the Trust Fund, other than any loss, liability or
expense specifically required to be borne by such Person pursuant to the terms
hereof, or which constitutes a Servicing Advance (and is otherwise specifically
reimbursable hereunder), or which is incurred by such Person by reason of such
Person's willful misfeasance, bad faith or negligence in the performance of
such Person's duties hereunder or by reason of such Person's reckless disregard
of obligations and duties hereunder.

     None of the Depositor, the Master Servicer or the Special Servicer shall
be under any obligation to appear in, prosecute or defend any legal or
administrative action, proceeding, hearing or examination that is not
incidental to its respective duties under this Agreement and which in its
opinion may involve it in any ultimate expense or liability; provided, however,
that the Depositor, the Master Servicer or the Special Servicer may in its
discretion undertake any such action, proceeding, hearing or examination that
it may deem necessary or desirable in respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action,
proceeding, hearing or examination and any liability resulting therefrom shall
be expenses, costs



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and liabilities of the Trust Fund, and the Depositor, the Master Servicer and
the Special Servicer shall be entitled to be reimbursed therefor out of amounts
attributable to the Mortgage Loans on deposit in the Certificate Account as
provided by Section 3.05(a).

     SECTION 6.04 DEPOSITOR, MASTER SERVICER AND SPECIAL SERVICER NOT TO
RESIGN.

     Subject to the provisions of Section 6.02, none of the Depositor, the
Master Servicer or the Special Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its
duties hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Depositor, the Master Servicer
or the Special Servicer shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee. No such resignation by the Master Servicer or
the Special Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the responsibilities and obligations of the Master
Servicer or the Special Servicer, as the case may be, in accordance with
Section 7.02.

     SECTION 6.05 RIGHTS OF THE DEPOSITOR IN RESPECT OF THE MASTER SERVICER AND
THE SPECIAL SERVICER.

     The Depositor may, but is not obligated to, enforce the obligations of the
Master Servicer and the Special Servicer hereunder and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Master Servicer or the Special Servicer hereunder or exercise the rights
of the Master Servicer or the Special Servicer hereunder; provided, however,
that neither the Master Servicer nor the Special Servicer shall be relieved of
any of its obligations hereunder by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer or the Special Servicer
and is not obligated to supervise the performance of the Master Servicer or the
Special Servicer under this Agreement or otherwise.

                                  ARTICLE VII

                                    DEFAULT

     SECTION 7.01 EVENTS OF DEFAULT.

     (a) "Event of Default", wherever used herein, means any one of the
following events:

          (i) (A) any failure by the Master Servicer to make a required deposit
     to the Certificate Account which continues unremedied for one Business Day
     following the date on which such deposit was first required to be made, or
     (B) any failure by the Master Servicer to deposit into, or to remit to the
     Trustee for deposit into, the Distribution Account any amount required to
     be so deposited or remitted, which failure is not remedied by 11:00 a.m.
     (New York City time) on the relevant Distribution Date; or

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          (ii) any failure by the Special Servicer to deposit into, or to remit
     to the Master Servicer for deposit into, the Certificate Account any
     amount required to be so deposited or remitted under this Agreement which
     failure continues unremedied for one Business Day following the date on
     which such deposit or remittance was first required to be made; or

          (iii) any failure by the Master Servicer or the Special Servicer to
     timely make any Servicing Advance required to be made by it pursuant to
     this Agreement which continues unremedied for a period ending on the
     earlier of (A) 15 days following the date such Servicing Advance was first
     required to be made, and (B) either, if applicable, (1) in the case of a
     Servicing Advance relating to the payment of insurance premiums, the day
     on which such insurance coverage terminates if such premiums are not paid
     or (2) in the case of a Servicing Advance relating to the payment of real
     estate taxes, the date of the commencement of a foreclosure action with
     respect to the failure to make such payment; or

          (iv) any failure on the part of the Master Servicer or the Special
     Servicer duly to observe or perform in any material respect any other of
     the covenants or agreements on the part of the Master Servicer or the
     Special Servicer contained in this Agreement which continues unremedied
     for a period of 30 days after the date on which written notice of such
     failure, requiring the same to be remedied, shall have been given to the
     Master Servicer or the Special Servicer, as the case may be, by the
     Trustee or the Depositor, or to the Master Servicer or the Special
     Servicer, as the case may be by the Holders of Certificates entitled to
     not less than 25% of the Voting Rights; provided, however, that if such
     covenant or agreement is capable of being cured and the Master Servicer or
     Special Servicer, as applicable, is diligently pursuing such cure, such 30
     day period shall be extended for an additional 30 days; or

          (v) any breach on the part of the Master Servicer or the Special
     Servicer of any representation or warranty contained in this Agreement
     which materially and adversely affects the interests of any Class of
     Certificateholders and which continues unremedied for a period of 30 days
     after the date on which notice of such breach, requiring the same to be
     remedied, shall have been given to the Master Servicer or the Special
     Servicer by the Trustee or the Depositor, or to the Master Servicer or the
     Special Servicer, as the case may be by the Holders of Certificates
     entitled to not less than 25% of the Voting Rights; provided, however, if
     such breach is capable of being cured and the Master Servicer or Special
     Servicer, as applicable, is diligently pursuing such cure, such 30 day
     period shall be extended for an additional 30 days; or

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


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          (vii) the Master Servicer or the Special Servicer shall consent to
     the appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to it or
     of or relating to all or substantially all of its property; or

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

          (ix) the Trustee shall have received written notice from Fitch that
     the continuation of the Master Servicer or the Special Servicer in such
     capacity would result in the downgrade, qualification or withdrawal of any
     rating then assigned by such Rating Agency to any Class of Certificates;
     or

          (x) the Master Servicer or the Special Servicer is removed from
     Standard & Poor's approved master servicer list or special servicer list,
     as the case may be, and the ratings of any of the Certificates by Standard
     & Poor's are downgraded, qualified or withdrawn (including, without
     limitation, placed on "negative credit watch") in connection with such
     removal.

     (b) If any Event of Default with respect to the Master Servicer or the
Special Servicer (in either case for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as such Event of Default shall not have been remedied, the
Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of the Voting Rights, the Trustee shall
terminate, by notice in writing to the Defaulting Party, with a copy of such
notice to the Depositor (if the termination is effected by the Trustee) or to
the Trustee (if the termination is effected by the Depositor), all of the
rights and obligations of the Defaulting Party under this Agreement and in and
to the Mortgage Loans and the proceeds thereof (other than any rights of the
Defaulting Party as Certificateholder). From and after the receipt by the
Defaulting Party of such written notice, all authority and power of the
Defaulting Party under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trustee pursuant to and under this Section,
and, without limitation, the Trustee is hereby authorized and empowered to
execute and deliver, on behalf of and at the expense of the Defaulting Party,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Master Servicer and the Special Servicer each
agrees that if it is terminated pursuant to this Section 7.01(b), it shall
promptly (and in any event no later than ten Business Days subsequent to its
receipt of the notice of termination) provide the Trustee or any other
Successor Master Servicer or Special Servicer with all documents and records
requested by it to enable it to assume the Master Servicer's or Special
Servicer's, as the case may be, functions hereunder, and shall cooperate with
the Trustee or any other Successor Master Servicer or Special Servicer in


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effecting the termination of the Master Servicer's or Special Servicer's, as
the case may be, responsibilities and rights hereunder, including, without
limitation, the transfer within two Business Days to the Trustee or any other
Successor Master Servicer or Special Servicer for administration by it of all
cash amounts which shall at the time be or should have been credited by the
Master Servicer or the Special Servicer to the Certificate Account, the
Distribution Account, the REO Account or any Servicing Account or thereafter be
received with respect to the Mortgage Loans or any REO Property (provided,
however, that the Master Servicer and the Special Servicer each shall continue
to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances made by it or otherwise, and it and its directors, officers, employees
and agents shall continue to be entitled to the benefits of Section 6.03
notwithstanding any such termination).

     SECTION 7.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

     On and after the time the Master Servicer or the Special Servicer resigns
pursuant to Section 6.04 or receives a notice of termination pursuant to
Section 7.01, the Trustee shall be the successor in all respects to the Master
Servicer or the Special Servicer, as the case may be, in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and liabilities relating
thereto and arising thereafter placed on the Master Servicer or the Special
Servicer, as the case may be, by the terms and provisions hereof, including,
without limitation, the Master Servicer's obligation to make Delinquency
Advances; provided that any failure to perform such duties or responsibilities
caused by the Master Servicer's or the Special Servicer's failure to provide
information or monies required by Section 7.01 shall not be considered a
default by the Trustee hereunder. The Trustee shall not be liable for any of
the representations and warranties of the Master Servicer or the Special
Servicer or for any losses incurred by the Master Servicer or the Special
Servicer pursuant to Section 3.06 hereunder nor shall the Trustee be required
to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to the applicable Servicing Fee and Special Servicing Fee and
all funds relating to the Mortgage Loans which the Master Servicer or the
Special Servicer would have been entitled to charge to the Certificate Account
or the Distribution Account if the Master Servicer or the Special Servicer had
continued to act hereunder. Notwithstanding the above, the Trustee may, if it
shall be unwilling to so act, or shall, if it is unable to so act or if the
Holders of Certificates entitled to at least 51% of the Voting Rights so
request in writing to the Trustee or if the Trustee is not approved as a master
servicer or special servicer, as the case may be, by each Rating Agency,
promptly appoint any FNMA or FHLMC-approved mortgage loan servicing institution
that has a net worth of not less than $10,000,000 and is otherwise acceptable
to each Rating Agency (as evidenced by Rating Agency Confirmation), as the
successor to the Master Servicer hereunder or the Special Servicer, as the case
may be, in the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer or the Special Servicer, as the case may be,
hereunder. No appointment of a successor to the Master Servicer or the Special
Servicer, as the case may be, hereunder shall be effective until the assumption
of the successor to the Master Servicer or the Special Servicer, as the case
may be, of all the responsibilities, duties and liabilities of the Master
Servicer or the Special Servicer, as the case may be, hereunder. Pending
appointment of a successor to the Master Servicer or the Special Servicer, as
the case may be, hereunder, the Trustee shall act in such capacity as
hereinabove provided. In connection with any such appointment and



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assumption described herein, the Trustee may make such arrangements for the
compensation of such successor out of payments on Mortgage Loans or otherwise
as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the resigning or terminated
party hereunder. The Depositor, the Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. The Trustee shall be reimbursed for all of its out-of-pocket
expenses incurred in connection with obtaining such successor servicer by the
Trust within 60 days of the Trustee's submission of an invoice with respect
thereto and after making reasonable efforts to collect such amounts from the
successor servicer, to the extent such expenses have not been reimbursed by the
successor servicer; such expenses paid by the Trust Fund shall be deemed to be
an Additional Trust Fund Expense.

     SECTION 7.03 NOTIFICATION TO CERTIFICATEHOLDERS.

     (a) Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of the Master Servicer or the Special
Servicer pursuant to Section 7.01 or any appointment of a successor to the
Master Servicer or the Special Servicer pursuant to Section 7.02, the Trustee
shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register.

     (b) Not later than the later of (i) 60 days after the occurrence of any
event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after the Trustee would be
deemed to have notice of the occurrence of such an event in accordance with
Section 8.02(vii), the Trustee shall transmit by mail to the Depositor and all
Certificateholders notice of such occurrence, unless such default shall have
been cured.

     SECTION 7.04 WAIVER OF EVENTS OF DEFAULT.

     The Holders of Certificates representing at least 66-2/3% of the Voting
Rights allocated to the Classes of Certificates affected by any Event of
Default hereunder may waive such Event of Default; provided, however, that an
Event of Default under clause (i) or (ii) of Section 7.01 may be waived only by
all of the Certificateholders of the affected Classes. Upon any such waiver of
an Event of Default, such Event of Default shall cease to exist and shall be
deemed to have been remedied for every purpose hereunder. No such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereon except to the extent expressly so waived. Notwithstanding
any other provisions of this Agreement, for purposes of waiving any Event of
Default pursuant to this Section 7.04, Certificates registered in the name of
the Depositor or any Affiliate of the Depositor shall be entitled to the same
Voting Rights with respect to the matters described above as they would if any
other Person held such Certificates.

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                                 ARTICLE VIII

                  CONCERNING THE TRUSTEE AND THE FISCAL AGENT

     SECTION 8.01 DUTIES OF THE TRUSTEE AND THE FISCAL AGENT.

     (a) The Trustee, prior to the occurrence of an Event of Default and after
the curing or waiver of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Default occurs and is continuing, the
Trustee (other than as successor Master Servicer or Special Servicer) shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs. Any
permissive right of the Trustee contained in this Agreement shall not be
construed as a duty.

     (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement (other than the Mortgage Files, the review of which
is specifically governed by the terms of Article II), shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement
in a material manner, the Trustee shall take such action as it deems
appropriate to have the instrument corrected. Neither the Trustee, nor the
Fiscal Agent shall be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Depositor, the Master Servicer or the Special
Servicer or any other person and accepted by the Trustee in good faith,
pursuant to this Agreement.

     (c) No provision of this Agreement shall be construed to relieve the
Trustee or the Fiscal Agent from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct; provided, however,
that:

          (i) Prior to the occurrence of an Event of Default, and after the
     curing of all such Events of Default which may have occurred, the duties
     and obligations of the Trustee and the Fiscal Agent shall be determined
     solely by the express provisions of this Agreement, the Trustee and the
     Fiscal Agent shall not be liable except for the performance of such duties
     and obligations as are specifically set forth in this Agreement, no
     implied covenants or obligations shall be read into this Agreement against
     the Trustee or the Fiscal Agent and, in the absence of bad faith on the
     part of the Trustee or the Fiscal Agent, the Trustee and the Fiscal Agent
     may conclusively rely, as to the truth of the statements and the
     correctness of the opinions expressed therein, upon any certificates or
     opinions furnished to the Trustee or the Fiscal Agent and conforming to
     the requirements of this Agreement;

          (ii) Neither the Trustee nor the Fiscal Agent shall be personally
     liable for an error of judgment made in good faith by a Responsible
     Officer or Responsible Officers of the Trustee or the Fiscal Agent, unless
     it shall be proved that the Trustee was negligent in ascertaining the
     pertinent facts; and

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          (iii) The Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of Holders of Certificates entitled to at
     least 25% of the Voting Rights relating to the time, method and place of
     conducting any proceeding for any remedy available to the Trustee, or
     exercising any trust or power conferred upon the Trustee, under this
     Agreement.

     SECTION 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE AND THE FISCAL AGENT.

     Except as otherwise provided in Section 8.01:

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

          (ii) The Trustee and the Fiscal Agent may consult with counsel and
     the written advice of such counsel or any Opinion of Counsel shall be full
     and complete authorization and protection in respect of any action taken
     or suffered or omitted by it hereunder in good faith and in accordance
     therewith and the expense of such consultation with counsel shall be
     reimbursable under Section 8.05(b) hereof;

          (iii) Neither the Trustee nor the Fiscal Agent (in their respective
     capacities as such) shall be under any obligation to exercise any of the
     trusts or powers vested in it by this Agreement or to make any
     investigation of matters arising hereunder or to institute, conduct or
     defend any litigation hereunder or in relation hereto at the request,
     order or direction of any of the Certificateholders, pursuant to the
     provisions of this Agreement, unless such Certificateholders shall have
     offered to the Trustee or the Fiscal Agent, as applicable reasonable
     security or indemnity against the costs, expenses and liabilities which
     may be incurred therein or thereby; neither the Trustee nor the Fiscal
     Agent shall be required to expend or risk its own funds or otherwise incur
     any financial liability in the performance of any of its duties hereunder,
     or in the exercise of any of its rights or powers, if it shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured to it;
     nothing contained herein shall, however, relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default which has not been
     cured, to exercise such of the rights and powers vested in it by this
     Agreement, and to use the same degree of care and skill in their exercise
     as a prudent man would exercise or use under the circumstances in the
     conduct of his own affairs;

          (iv) Neither the Trustee nor the Fiscal Agent shall be personally
     liable for any action reasonably taken, suffered or omitted by it in good
     faith and believed by it to be authorized or within the discretion or
     rights or powers conferred upon it by this Agreement;



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          (v) Prior to the occurrence of an Event of Default hereunder and
     after the curing of all Events of Default which may have occurred, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing to do so by Holders of
     Certificates entitled to at least 50% of the Voting Rights; provided,
     however, that if the payment within a reasonable time to the Trustee of
     the costs, expenses or liabilities likely to be incurred by it in the
     making of such investigation is, in the opinion of the Trustee, not
     reasonably assured to the Trustee by the security afforded to it by the
     terms of this Agreement, the Trustee may require reasonable indemnity
     against such expense or liability as a condition to taking any such
     action;

          (vi) The Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents,
     provided that the Trustee shall not be relieved from such duties, and the
     Trustee shall remain responsible for all acts and omissions of any such
     agent;

          (vii) For all purposes under this Agreement, the Trustee shall not be
     deemed to have notice of any Event of Default unless a Responsible Officer
     of the Trustee has actual knowledge thereof or unless written notice of
     any event which is in fact such a default is received by the Trustee at
     the Corporate Trust Office, and such notice references the Certificates or
     this Agreement; and

          (viii) Neither the Trustee nor the Fiscal Agent shall be responsible
     for any act or omission of the Master Servicer or the Special Servicer
     (unless the Trustee is acting as Master Servicer or the Special Servicer,
     as the case may be) or of the Depositor or any other person.

     SECTION 8.03 TRUSTEE AND FISCAL AGENT NOT LIABLE FOR VALIDITY OR
SUFFICIENCY OF CERTIFICATES OR MORTGAGE LOANS.

     The recitals contained herein and in the Certificates, other than the
representations and warranties of, and the other statements attributed to the
Trustee in Sections 2.02, 2.05, 2.07 and 8.13 and the signature of the Trustee
set forth on each outstanding Certificate, shall be taken as the statements of
the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and neither the Trustee nor the Fiscal Agent shall assume responsibility for
their correctness. Neither the Trustee nor the Fiscal Agent shall make any
representations as to the validity or sufficiency of this Agreement (except to
the extent set forth in Section 8.13) or of any Certificate (other than as to
the signature of the Trustee set forth thereon) or of any Mortgage Loan or any
related document. Neither the Trustee nor the Fiscal Agent shall be accountable
for the use or application by the Depositor of any of the Certificates issued
to it or of the proceeds of such Certificates, or for the use or application of
any funds paid to the Depositor in respect of the assignment of the Mortgage
Loans to the Trust Fund, or any funds deposited in or withdrawn from the
Certificate Account or any other account by or on behalf of the Depositor, the
Master Servicer or the Special Servicer. Neither the Trustee nor the Fiscal
Agent shall be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order



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or other instrument furnished by the Depositor, the Master Servicer or the
Special Servicer, and accepted by the Trustee or the Fiscal Agent in good
faith, pursuant to this Agreement.

     SECTION 8.04 TRUSTEE AND FISCAL AGENT MAY OWN CERTIFICATES.

     Each of the Trustee and the Fiscal Agent, in their individual or any other
capacity, may become the owner or pledgee of Certificates with the same rights
it would have if it were not the Trustee or the Fiscal Agent.

     SECTION 8.05 FEES AND EXPENSES OF TRUSTEE; INDEMNIFICATION OF TRUSTEE AND
FISCAL AGENT.

     (a) Monthly, the Trustee shall be entitled to withdraw the Trustee Fee
from the Distribution Account pursuant to Section 3.05(b) for all services
rendered by it in the execution of the trusts hereby created and in the
exercise and performance of any of the powers and duties hereunder of the
Trustee. On or prior to the Distribution Date in each month, the Trustee shall
be entitled to withdraw and pay itself from amounts then on deposit in the
Distribution Account an amount equal to the then unpaid Trustee Fees.

     (b) The Trustee, Fiscal Agent and any director, officer, employee or agent
of the Trustee and the Fiscal Agent and any of its directors, officers,
employees or agents shall be indemnified and held harmless by the Trust Fund
(to the extent of amounts on deposit in the Distribution Account from time to
time) against any loss, liability or expense (including, without limitation,
costs and expenses of litigation, and of investigation, counsel fees, damages,
judgments and amounts paid in settlement) arising out of, or incurred in
connection with, any act or omission of the Trustee and the Fiscal Agent
relating to the exercise and performance of any of the powers and duties of the
Trustee and the Fiscal Agent hereunder; provided that neither the Trustee, the
Fiscal Agent nor any of the other above specified Persons shall be entitled to
indemnification pursuant to this Section 8.05(b) for (i) allocable overhead,
(ii) expenses or disbursements incurred or made by or on behalf of the Trustee
or the Fiscal Agent in the normal course of the Trustee's and the Fiscal
Agent's performing their routine duties in accordance with any of the
provisions hereof, (iii) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof, or (iv) any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of the Trustee's or Fiscal Agent's obligations and duties
hereunder, or by reason of reckless disregard of such obligations or duties, or
as may arise from a breach of any representation, warranty or covenant of the
Trustee or Fiscal Agent made herein. The provisions of this Section 8.05(b)
shall survive any resignation or removal of the Trustee and appointment of a
successor trustee or fiscal agent.

     SECTION 8.06 ELIGIBILITY REQUIREMENTS FOR TRUSTEE AND FISCAL AGENT.

     The Trustee hereunder shall at all times be an association or a
corporation organized and doing business under the laws of the United States of
America or any State thereof or the District of Columbia, authorized under such
laws to exercise trust powers, having a combined capital and surplus of at
least $100,000,000 and subject to supervision or examination by federal or
state authority. If such association or corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining



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authority, then for the purposes of this Section the combined capital and
surplus of such association or corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. The long-term unsecured debt obligations of the Trustee shall at all
times be rated not less than "AA" by Standard & Poor's and "AA" by Fitch (or,
if not rated by Fitch, otherwise acceptable to Fitch as would not result in a
qualification, downgrade or withdrawal of the rating assigned by Fitch to any
Class of Certificates) or if and for so long as a Fiscal Agent is appointed and
acting hereunder, at least investment grade by each Rating Agency (or, if not
rated by Fitch, otherwise acceptable to Fitch as would not result in a
qualification, downgrade or withdrawal of the rating assigned by Fitch to any
Class of Certificates); provided, that either the Trustee or the Fiscal Agent
shall at all times be an institution whose long term senior unsecured debt is
rated not less than "AA" by Fitch and "AA" by Standard & Poor's or such other
rating as shall not result in the qualification, downgrade or withdrawal of any
of the ratings then assigned to the respective Classes of Certificates, as
confirmed in writing by each Rating Agency. In case at any time the Trustee or
the Fiscal Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee or the Fiscal Agent shall resign immediately in
the manner and with the effect specified in Section 8.07; provided that if the
Trustee shall cease to be so eligible because its combined capital and surplus
is no longer at least $100,000,000 or its long-term unsecured debt rating no
longer conforms to the requirements of the immediately preceding sentence, and
if the Trustee proposes to the other parties hereto to enter into an agreement
with (and reasonably acceptable to) each of them or the Trustee appoints a
fiscal agent, and if in light of such agreement or such appointment, the
Trustee's continuing to act in such capacity would not (as evidenced in writing
by each Rating Agency) cause any Rating Agency to qualify, downgrade or
withdraw any rating assigned thereby to any Class of Certificates, then upon
the execution and delivery of such agreement or the effectiveness of such
appointment, the Trustee shall not be required to resign, and may continue in
such capacity, for so long as none of the ratings assigned by the Rating
Agencies to the Certificates is adversely affected thereby. The corporation or
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Master Servicer, the Special Servicer and their
respective Affiliates.

     SECTION 8.07 RESIGNATION AND REMOVAL OF THE TRUSTEE AND THE FISCAL AGENT.

     (a) The Trustee or the Fiscal Agent may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Master Servicer, the Special Servicer and to all
Certificateholders. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor trustee or fiscal agent acceptable to the
Master Servicer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or the Fiscal Agent and to the successor
trustee. A copy of such instrument shall be delivered to the Master Servicer,
the Special Servicer and the Certificateholders by the Depositor. If no
successor trustee or fiscal agent shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or the Fiscal Agent may petition any court
of competent jurisdiction for the appointment of a successor trustee.



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     (b) If at any time the Trustee or Fiscal Agent shall cease to be eligible
in accordance with the provisions of Section 8.06 and shall fail to resign
after written request therefor by the Depositor or the Master Servicer, or if
at any time the Trustee or Fiscal Agent shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or Fiscal
Agent or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or Fiscal Agent or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may remove the Trustee or Fiscal Agent and appoint a successor
trustee or fiscal agent acceptable to the Master Servicer by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or
Fiscal Agent so removed and to the successor trustee or fiscal agent. A copy of
such instrument shall be delivered to the Master Servicer, the Special Servicer
and the Certificateholders by the Depositor.

     (c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee or the Fiscal Agent and appoint a
successor trustee or fiscal agent by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master
Servicer, one complete set to the Trustee so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the
Master Servicer.

     (d) Any resignation or removal of the Trustee or the Fiscal Agent and
appointment of a successor trustee or the fiscal agent pursuant to any of the
provisions of this Section 8.07 shall not become effective until acceptance of
appointment by the successor trustee or the fiscal agent as provided in Section
8.08. Upon any succession of the Trustee under this Agreement, the predecessor
Trustee or the Fiscal Agent shall be entitled to the payment of compensation
and reimbursement for services rendered and expenses incurred (including
without limitation unreimbursed Advances and interest thereon made thereby)
accrued or payable up to and including the effective date of such termination,
at such times and from such sources as if the predecessor Trustee or the Fiscal
Agent had not resigned or been removed. Any resignation or removal of the
Trustee shall be a simultaneous removal of the Fiscal Agent hereunder.

     SECTION 8.08 SUCCESSOR TRUSTEE AND FISCAL AGENT.

     (a) Any successor trustee or fiscal agent appointed as provided in Section
8.07 shall execute, acknowledge and deliver to the Depositor, the Master
Servicer, the Special Servicer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee or fiscal agent shall become effective and such
successor trustee or fiscal agent, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations
of its predecessor hereunder, with the like effect as if originally named as
trustee or fiscal agent herein. The predecessor trustee or fiscal agent shall
deliver to the successor trustee or fiscal agent all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held on its behalf by a Custodian, which Custodian shall become the
agent of the successor trustee or fiscal agent), and the Depositor, the Master
Servicer, the Special Servicer and the predecessor trustee or fiscal agent
shall execute and deliver such instruments and do such other things as may
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confirm in the successor trustee or fiscal agent all such rights, powers,
duties and obligations, and to enable the successor trustee or fiscal agent to
perform its obligations hereunder.

     (b) No successor trustee or fiscal agent shall accept appointment as
provided in this Section 8.08 unless at the time of such acceptance such
successor trustee or fiscal agent shall be eligible under the provisions of
Section 8.06.

     (c) Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the successor trustee or fiscal agent shall mail notice of
such appointment to the Depositor and the Certificateholders.

     SECTION 8.09 MERGER OR CONSOLIDATION OF TRUSTEE AND FISCAL AGENT.

     Any entity into which the Trustee or the Fiscal Agent may be merged or
converted or with which it may be consolidated or any entity resulting from any
merger, conversion or consolidation to which the Trustee or the Fiscal Agent
shall be a party, or any entity succeeding to the corporate trust business of
the Trustee or the Fiscal Agent, shall be the successor of the Trustee or the
Fiscal Agent hereunder, provided such entity shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

     SECTION 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

     (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund,
and to vest in such Person or Persons, in such capacity, such title to the
Trust Fund, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master
Servicer and the Trustee may consider necessary or desirable. If the Master
Servicer shall not have joined in such appointment within fifteen days after
the receipt by it of a request to do so, or in case an Event of Default in
respect of the Master Servicer shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall
be required under Section 8.08 hereof.

     (b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer or the Special Servicer hereunder), the
Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to the Trust Fund or any portion thereof in any such



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jurisdiction) shall be exercised and performed by such separate trustee or
co-trustee at the direction of the Trustee.

     (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.

     (d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

     (e) The appointment of a co-trustee or separate trustee under this Section
8.10 shall not relieve the Trustee of its duties and responsibilities
hereunder.

     SECTION 8.11 APPOINTMENT OF CUSTODIANS.

     The Trustee may, with the consent of the Master Servicer, appoint one or
more Custodians to hold all or a portion of the Mortgage Files as agent for the
Trustee. Each Custodian shall be a depository institution subject to
supervision by federal or state authority, shall itself (or together with an
affiliate guaranteeing its financial performance) have a combined capital and
surplus of at least $15,000,000, shall have long-term unsecured debt obligation
ratings from Fitch of at least "BBB" or be otherwise acceptable to Fitch, shall
be qualified to do business in the jurisdiction in which it holds any Mortgage
File, shall maintain and keep in full force and effect throughout the term of
this Agreement a fidelity bond and an errors and omissions insurance policy
covering its officers and employees and other persons acting on its behalf in
connection with its activities under the Agreement in the amount of coverage
customary for custodians acting in such capacity, and shall not be the
Depositor, a Mortgage Loan Seller or any Affiliate of the Depositor or a
Mortgage Loan Seller. Each Custodian shall be subject to the same obligations
and standard of care as would be imposed on the Trustee hereunder in connection
with the retention of Mortgage Files directly by the Trustee. The appointment
of one or more Custodians shall not relieve the Trustee from any of its
obligations hereunder, and the Trustee shall remain responsible for all acts
and omissions of any Custodian.

     SECTION 8.12 ACCESS TO CERTAIN INFORMATION.

     (a) On or prior to the date of the first sale of any Non-Registered
Certificate to an Independent third party, the Depositor shall provide to the
Trustee ten copies of any private placement memorandum or other disclosure
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connection with the offer and sale of the Class of Certificates to which such
Non-Registered Certificate belongs. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trustee, the Depositor promptly
shall inform the Trustee of such event and shall deliver to the Trustee ten
copies of the private placement memorandum or disclosure document, as revised,
amended or supplemented. The Trustee shall maintain at its offices primarily
responsible for administering the Trust Fund (or at the Primary Servicing
Office of the Master Servicer) and shall, upon reasonable advance notice, make
available during normal business hours for review by any Holder, Certificate
Owner or prospective transferee of a Certificate or interest therein, originals
or copies of the following items: (i) in the case of a Holder, Certificate
Owner or prospective transferee of a Non-Registered Certificate or interest
therein, any private placement memorandum or other disclosure document relating
to the Class of Certificates to which such Non-Registered Certificate belongs,
in the form most recently provided to the Trustee; and (ii) in all cases, (A)
this Agreement and any amendments hereto entered into pursuant to Section
11.01, (B) all reports required to be delivered to Certificateholders of the
relevant Class pursuant to Section 4.02 since the Closing Date, (C) all
Officer's Certificates delivered to the Trustee since the Closing Date pursuant
to Section 3.13, (D) all accountants' reports delivered to the Trustee since
the Closing Date pursuant to Section 3.14, (E) the most recent inspection
report prepared by the Master Servicer or Special Servicer and delivered to the
Trustee in respect of each Mortgaged Property pursuant to Section 3.12, (F) as
to each Mortgage Loan pursuant to which the related Mortgagor is required to
deliver such items or the Master Servicer or Special Servicer has otherwise
acquired such items, the most recent annual operating statement and rent roll
of the related Mortgaged Property and financial statements of the related
Mortgagor collected by the Master Servicer or the Special Servicer and
delivered to the Trustee pursuant to Section 3.12(b), (G) any and all notices
and reports delivered to the Trustee with respect to any Mortgaged Property
securing a defaulted Mortgage Loan as to which the environmental testing
contemplated by Section 3.09(c) revealed that either of the conditions set
forth in clauses (i) and (ii) of the first sentence thereof was not satisfied
(but only for so long as such Mortgaged Property or the related Mortgage Loan
are part of the Trust Fund), (H) the respective Mortgage Files, including,
without limitation, any and all modifications, waivers and amendments of the
terms of a Mortgage Loan entered into by the Master Servicer or the Special
Servicer and delivered to the Trustee pursuant to Section 3.20 (but only for so
long as the affected Mortgage Loan is part of the Trust Fund), (I) copies of
any Appraisals performed as a result of an Appraisal Reduction Event, and (J)
any and all Officer's Certificates and other evidence delivered to or retained
by the Trustee to support the Master Servicer's, Special Servicer's, Trustee's
or Fiscal Agent's determination that any Advance was or, if made, would be a
Nonrecoverable Advance. Copies of any and all of the foregoing items will be
available from the Trustee upon written request; however, the Trustee shall be
permitted to require from the requesting Certificateholder payment of a sum
sufficient to cover the reasonable costs and expenses of providing such copies.

     In connection with providing access to or copies of the items described in
the preceding paragraph, the Trustee may require (a) in the case of Certificate
Owners, a written confirmation executed by the requesting Person, in form
reasonably satisfactory to the Trustee, generally to the effect that such
Person is a beneficial holder of Certificates, is requesting the information
solely for use in evaluating such Person's investment in the Certificates and
will



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otherwise keep such information confidential and (b) in the case of a
prospective purchaser, a written confirmation executed by the requesting
Person, in form reasonably satisfactory to the Trustee, generally to the effect
that such Person is a prospective purchaser of a Certificate or an interest
therein, is requesting the information solely for use in evaluating a possible
investment in Certificates and will otherwise keep such information
confidential. All Certificateholders, by the acceptance of their Certificates,
shall be deemed to have agreed to keep such information confidential.
Notwithstanding the foregoing provisions of this Section 8.12(a), the Trustee
shall have no responsibility for the accuracy, completeness or sufficiency for
any purpose of any information so made available or furnished by it pursuant to
this Section 8.12(a).

     (b) The Trustee shall provide or cause to be provided to the Depositor,
the Master Servicer, and the Special Servicer, and to the Office of Thrift
Supervision, the Federal Deposit Insurance Corporation, and any other federal
or state banking or insurance regulatory authority that may exercise authority
over any Certificateholder, access to the Mortgage Files and any other
documentation regarding the Mortgage Loans and the Trust Fund within its
control which may be required by this Agreement or by applicable law. Such
access shall be afforded without charge but only upon reasonable prior written
request and during normal business hours at the offices of the Trustee
designated by it.

     SECTION 8.13 REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE AND THE FISCAL
AGENT.

     (a) The Trustee hereby represents and warrants to the Master Servicer, for
its own benefit and the benefit of the Certificateholders, and to the Special
Servicer and the Depositor, as of the Closing Date, that:

          (i) The Trustee is a national banking association duly organized,
     validly existing and in good standing under the laws of the United States
     of America.

          (ii) The execution and delivery of this Agreement by the Trustee, and
     the performance and compliance with the terms of this Agreement by the
     Trustee, will not violate the Trustee's organizational documents or
     constitute a default (or an event which, with notice or lapse of time, or
     both, would constitute a default) under, or result in the breach of, any
     material agreement or other instrument to which it is a party or which is
     applicable to it or any of its assets.

          (iii) This Agreement, assuming due authorization, execution and
     delivery by the Special Servicer, the Master Servicer, the Fiscal Agent
     and the Depositor, constitutes a valid, legal and binding obligation of
     the Trustee, enforceable against the Trustee in accordance with the terms
     hereof, subject to applicable bankruptcy, insolvency, reorganization,
     moratorium and other laws affecting the enforcement of creditor's rights
     generally, and general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

          (iv) The Trustee is not in default with respect to any order or
     decree of any court, or any order, regulation or demand of any federal,
     state, municipal or governmental agency having jurisdiction, which
     default, in the Trustee's good faith and



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     reasonable judgment, is likely to affect materially and adversely the
     ability of the Trustee to perform its obligations or the financial
     condition or operations of the Trustee or its properties.

          (v) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee which would prohibit the Trustee
     from entering into this Agreement or, in the Trustee's good faith and
     reasonable judgment, is likely to materially and adversely affect the
     ability of the Trustee to perform its obligations under this Agreement.

          (vi) No consent, approval, authorization or order of, registration or
     filing with or notice to, any governmental authority or court is required,
     under federal or state law, for the execution, delivery and performance of
     or compliance by the Trustee with this Agreement, or the consummation by
     the Trustee of any transaction contemplated hereby, other than (1) such
     consents, approvals, authorization, qualifications, registrations, filings
     or notices as have been obtained or made and (2) where the lack of such
     consent, approval, authorization, qualification, registration, filing or
     notice would not have a material adverse effect on performance by the
     Trustee under this Agreement.

     (b) The Fiscal Agent hereby represents and warrants to the Master
Servicer, for its own benefit and the benefit of the Certificateholders, and to
the Special Servicer and the Depositor, as of the Closing Date, that:

          (i) The Fiscal Agent is an organization organized under the laws of
     the Netherlands, duly organized, validly existing and in good standing
     under the laws governing its creation and existence.

          (ii) The execution and delivery of this Agreement by the Fiscal
     Agent, and the performance and compliance with the terms of this Agreement
     by the Fiscal Agent, will not violate the Fiscal Agent's organizational
     documents or constitute a default (or an event which, with notice or lapse
     of time, or both, would constitute a default) under, or result in the
     breach of, any material agreement or other instrument to which it is a
     party or which is applicable to it or any of its assets.

          (iii) This Agreement, assuming due authorization, execution and
     delivery by the Special Servicer, the Master Servicer, the Trustee and the
     Depositor, constitutes a valid, legal and binding obligation of the Fiscal
     Agent, enforceable against the Fiscal Agent in accordance with the terms
     hereof, subject to applicable bankruptcy, insolvency, reorganization,
     moratorium and other laws affecting the enforcement of creditors' rights
     generally, and general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

          (iv) The Fiscal Agent is not in default with respect to any order or
     decree of any court, or any order, regulation or demand of any federal,
     state, municipal or governmental agency, which default, in the Fiscal
     Agent's good faith and reasonable judgment, is likely to affect materially
     and adversely either the ability of the Fiscal Agent



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     to perform its obligations or the financial conditions or operations of
     the Fiscal Agent or its properties.

          (v) No litigation is pending or, to the best of the Fiscal Agent's
     knowledge, threatened against the Fiscal Agent which would prohibit the
     Fiscal Agent from entering into this Agreement or, in the Fiscal Agent's
     good faith and reasonable judgment, is likely to materially and adversely
     affect the ability of the Fiscal Agent to perform its obligations under
     this Agreement.

          (vi) No consent, approval, authorization or order of, registration or
     filing with or notice to, any governmental authority or court is required,
     under federal or state law for the execution, delivery and performance of
     or compliance by the Fiscal Agent with this Agreement, or the consummation
     by the Fiscal Agent of any transaction contemplated hereby, other than (1)
     such consents, approvals, authorizations qualifications, registrations,
     filings or notices a have been obtained or made and (2) where the lack of
     such consent, approval, authorization, qualification, registration, filing
     or notice would not have a material adverse effect on the performance by
     the Fiscal Agent under this Agreement.

     SECTION 8.14 FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

     Based on information furnished to it by the Master Servicer and the
Depositor (in an 80 column unformatted electronic format acceptable to the
Trustee), the Trustee will prepare and file with the Securities and Exchange
Commission on Form 8-K (including EDGAR filings), on behalf of the Trust Fund,
each Distribution Date Statement. The Trustee shall have no responsibility to
file any items other than those specified in this Section 8.14. Prior to
January 2, 2002 (and each anniversary thereafter until directed by the
Depositor to file a Form 15, delisting the transaction) the Trustee shall hire
counsel selected by the Depositor to file Form 10-K's on behalf of the Trust
Fund for the preceding fiscal year. Any fees and expenses accrued and incurred
by the Trustee in connection with this Section 8.14 (including reasonable
attorneys' fees) shall be reimbursed to it by the Depositor. Prior to filing
any such reports, the Trustee shall submit reports to the Depositor for review
and approval.

     SECTION 8.15 Fiscal Agent Termination Event.

     "Fiscal Agent Termination Event," wherever used herein, means any one of
the following events:

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

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




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     and such decree or order shall have remained in force undischarged or
     unstayed for a period of 60 days; or

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

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

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

          (vi) The long-term unsecured debt of the Fiscal Agent is rated below
     "AA" by any Rating Agency.

     SECTION 8.16 PROCEDURE UPON TERMINATION EVENT.

     On the date specified in a written notice of termination given to the
Fiscal Agent pursuant to Section 8.07, all authority, power and rights of the
Fiscal Agent under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall terminate and a successor Fiscal Agent shall be appointed
by the Trustee, with the consent of the Depositor; provided that in no event
shall the termination of the Fiscal Agent be effective until Rating Agency
Confirmation shall have been obtained with respect to a successor fiscal agent
from each of Standard and Poor's and Fitch. The Fiscal Agent agrees to
cooperate with the Trustee in effecting the termination of the Fiscal Agent's
responsibilities and rights hereunder as Fiscal Agent.

                                  ARTICLE IX

                                  TERMINATION

     SECTION 9.01 TERMINATION UPON REPURCHASE OR LIQUIDATION OF ALL MORTGAGE
LOANS.

     Subject to Section 9.02, the Trust Fund and the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Fiscal Agent and the Trustee (other than the
obligations of the Trustee to provide for and make payments to
Certificateholders as hereafter set forth) shall terminate upon payment (or
provision for payment) to the Certificateholders of all amounts held by or on
behalf of the Trustee and required hereunder to be so paid on the Distribution
Date following the earlier to



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occur of (i) the purchase by the Master Servicer or the Depositor of all
Mortgage Loans and each REO Property remaining in REMIC I at a price (to be
determined as of the end of the Collection Period for the anticipated Final
Distribution Date) equal to (A) the aggregate Purchase Price of all the
Mortgage Loans included in REMIC I, plus (B) the appraised value of each REO
Property, if any, included in REMIC I (such appraisal to be conducted by an
Independent MAI-designated appraiser selected by the Master Servicer and
approved by the Trustee), minus (C) solely in the case where the Master
Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, together with any Advance Interest accrued and payable to the Master
Servicer in respect of such Advances and any unpaid Servicing Fees, remaining
outstanding (which items shall be deemed to have been paid or reimbursed to the
Master Servicer in connection with such purchase); provided, however, that any
such purchase with respect to the Additional Servicing Fee Mortgage Loans shall
be subject to the rights of the applicable Designated Sub-Servicer to continue
to sub-service such Mortgage Loans and the rights of Archon Financial, L.P.,
the applicable Designated Sub-Servicer and the Master Servicer to receive or
retain their applicable portion, if any, of the Additional Servicing Fee
pursuant to the applicable Designated Sub-Servicer Agreement, and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in REMIC I; provided, however,
that in no event shall the trust created hereby continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P.
Kennedy, the late ambassador of the United States to the Court of St. James,
living on the date hereof.

     The Master Servicer or the Depositor each may, at its option, elect to
purchase all of the Mortgage Loans and each REO Property remaining in the Trust
Fund as contemplated by clause (i) of the preceding paragraph by giving written
notice to the other parties hereto no later than 60 days prior to the
anticipated date of purchase; provided, however, that the Master Servicer or
the Depositor may so elect to purchase all of the Mortgage Loans and each REO
Property remaining in REMIC I only if the aggregate Stated Principal Balance of
the Mortgage Loans and any REO Loans remaining in the Trust Fund at the time of
such election is less than 1% of the aggregate Cut-off Date Principal Balance
of the Mortgage Loans set forth in the Preliminary Statement. Such option shall
be exercisable by each such Person in the priority in which such Person is
listed in the immediately foregoing sentence. In the event that the Master
Servicer or the Depositor purchases all of the Mortgage Loans and each REO
Property remaining in REMIC I in accordance with the preceding sentence, the
Master Servicer or the Depositor, as applicable, shall deposit in the
Distribution Account not later than the Master Servicer Remittance Date
relating to the Distribution Date on which the final distribution on the
Certificates is to occur, an amount in immediately available funds equal to the
above-described purchase price (exclusive of any portion thereof that would be
payable to any Person other than the Certificateholders pursuant to Section
3.05(a) if on deposit in the Certificate Account, which portion shall be
deposited in the Certificate Account). In addition, the Master Servicer shall
transfer to the Distribution Account all amounts required to be transferred
thereto on such Master Servicer Remittance Date from the Certificate Account
pursuant to the second paragraph of Section 3.04(b), together with any other
amounts on deposit in the Certificate Account that would otherwise be held for
future distribution. Upon confirmation that such final deposits have been made,
the Trustee shall release or cause to be released to the Master Servicer or the
Depositor, as applicable, the Mortgage Files for the remaining Mortgage Loans
and any Reserve



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Funds and Escrow Payments in any Reserve Accounts or Servicing Account, as
applicable, and shall execute all assignments, endorsements and other
instruments furnished to it by the Master Servicer or the Depositor, as
applicable, as shall be necessary to effectuate transfer of the Mortgage Loans
and REO Properties remaining in REMIC I. All Credit Files for the remaining
Mortgage Loans and REO Properties shall be delivered to the purchasing entity.

     Notice of any termination shall be given promptly by the Trustee by letter
to Certificateholders and, if not previously notified pursuant to the preceding
paragraph, to the other parties hereto mailed (a) in the event such notice is
given in connection with the Master Servicer's or the Depositor's purchase of
all of the Mortgage Loans and each REO Property remaining in REMIC I, not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of the final distribution on the Certificates or (b)
otherwise during the month of such final distribution on or before the
Determination Date in such month, in each case specifying (i) the Distribution
Date upon which the Trust Fund will terminate and final payment of the
Certificates will be made, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the offices of the Certificate Registrar or such other location
therein designated.

     Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates such
Certificateholder's Percentage Interest of that portion of the amounts then on
deposit in the Distribution Account that are allocable to payments on the Class
to which the Certificates so presented and surrendered belong. Amounts on
deposit in the Distribution Account as of the final Distribution Date
(exclusive of any portion of such amounts payable or reimbursable to any Person
pursuant to clauses (ii)-(viii) of Section 3.05(b)) shall be allocated for the
purposes, in the amounts and in accordance with the priority set forth in
Section 4.01. Any funds not distributed on such Distribution Date shall be set
aside and held uninvested in trust for the benefit of Certificateholders not
presenting and surrendering their Certificates in the aforesaid manner, and
shall be disposed of in accordance with the last paragraph of Section 4.01(g).

     SECTION 9.02 ADDITIONAL TERMINATION REQUIREMENTS.

     (a) In the event the Master Servicer or the Depositor purchases all of the
Mortgage Loans and each REO Property remaining in REMIC I as provided in
Section 9.01, the Trust Fund (and, accordingly, REMIC I, REMIC II and REMIC
III) shall be terminated in accordance with the following additional
requirements, unless the Master Servicer or the Depositor, as the case may be,
obtains at its own expense and delivers to the Trustee an Opinion of Counsel,
addressed to the Depositor, the Master Servicer and the Trustee, to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 9.02 will not (subject to Section 10.01(f)) result in the imposition of
taxes on "prohibited transactions" of REMIC I, REMIC II or REMIC III as defined
in Section 860F of the Code or cause REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

          (i) the Trustee shall specify the first day in the 90-day liquidation
     period in a statement attached to the final Tax Return for each of REMIC
     I, REMIC II



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     and REMIC III pursuant to Treasury regulation Section 1.860F-1 and shall
     satisfy all requirements of a qualified liquidation under Section 860F of
     the Code and any regulations thereunder;

          (ii) during such 90-day liquidation period and at or prior to the
     time of making of the final payment on the Certificates, the Trustee shall
     sell all of the assets of REMIC I to the Master Servicer or the Depositor,
     as applicable, for cash; and

          (iii) immediately following the making of the final payment on the
     Certificates, the Trustee shall distribute or credit, or cause to be
     distributed or credited, to the Holders of the related Class of Residual
     Certificates all cash on hand in the related REMIC (other than cash
     retained to meet claims), and REMIC I, REMIC II and REMIC III shall
     terminate at that time.

     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to authorize the Trustee to adopt a plan of complete liquidation of REMIC I,
REMIC II and REMIC III, which authorization shall be binding upon all successor
Certificateholders.

                                   ARTICLE X

                           ADDITIONAL REMIC PROVISIONS

     SECTION 10.01 REMIC ADMINISTRATION.

     (a) The Trustee shall make an election to treat each of REMIC I, REMIC II
and REMIC III as a REMIC under the Code and, if necessary, under applicable
state law. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. The REMIC I Regular Interests are hereby designated as
the "regular interests" (within the meaning of Section 860G(a)(1) of the Code),
and the Class R-I Certificates are hereby designated as the sole class of
"residual interests" (within the meaning of Section 860G(a)(2) of the Code), in
REMIC I. The REMIC II Regular Interests are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the
Class R-II Certificates are hereby designated as the sole class of "residual
interests" (within the meaning of Section 860G(a)(2) of the Code), in REMIC II.
The REMIC III Regular Certificates are hereby designated as the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code) and the Class
R-III Certificates will be the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC III. The Master Servicer,
the Special Servicer and the Trustee shall not (to the extent within the
control of each) permit the creation of any "interests" (within the meaning of
Section 860G of the Code) in REMIC I, REMIC II or REMIC III other than the
Certificates.

     (b) The Closing Date is hereby designated as the "startup day" of each of
REMIC I, REMIC II and REMIC III within the meaning of Section 860G(a)(9) of the
Code.

     (c) The Trustee, as agent for the tax matters person of each of REMIC I,
REMIC II and REMIC III, shall (i) act on behalf of the REMIC in relation to any
tax matter or



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controversy involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the Trustee shall be entitled to reimbursement therefor out of
amounts attributable to the Mortgage Loans and any REO Properties on deposit in
the Certificate Account as provided by Section 3.05(a) unless such legal
expenses and costs are incurred by reason of the Trustee's willful misfeasance,
bad faith or negligence or otherwise payable by the Trustee pursuant to Section
10.01(g)(i). In the case of each of REMIC I, REMIC II and REMIC III, the Holder
of Residual Certificates representing the largest Percentage Interest in the
related Class thereof shall be designated, in the manner provided under
Treasury Regulations Section 1.860F-4(d) and temporary Treasury Regulations
Section 301.6231(a)(7)-1, as the tax matters person of such REMIC. By its
acceptance thereof, the Holder of Residual Certificates representing the
largest Percentage Interest in each Class thereof hereby agrees to irrevocably
appoint the Trustee as its agent to perform all of the duties of the tax
matters person for the related REMIC created hereunder.

     (d) The Trustee shall prepare or cause to be prepared, sign and file, in a
timely manner, all of the Tax Returns that it determines are required with
respect to the Grantor Trust and each REMIC created hereunder. The expenses of
preparing such returns shall be borne by the Trustee without any right of
reimbursement therefor.

     (e) The Trustee shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of such Residual Certificate to any Person who is not
a Permitted Transferee as provided in Section 5.02(d)(iii), (ii) to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I,
REMIC II and REMIC III.

     (f) The Trustee shall take such actions and shall cause each REMIC created
hereunder to take such actions as are reasonably within the Trustee's control
and the scope of its duties more specifically set forth herein as shall be
necessary to maintain the status thereof as a REMIC under the REMIC Provisions.
The Trustee shall not knowingly or intentionally take any action, cause REMIC
I, REMIC II or REMIC III to take any action or fail to take (or fail to cause
to be taken) any action reasonably within its control and the scope of duties
more specifically set forth herein, that, under the REMIC Provisions, if taken
or not taken, as the case may be, could (i) adversely affect the status of
REMIC I, REMIC II or REMIC III as a REMIC or (ii) result (subject to the
following sentence) in the imposition of a tax upon REMIC I, REMIC II or REMIC
III (including but not limited to the tax on prohibited transactions as defined
in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
forth in Section 860G(d) of the Code) (either such event, an "Adverse REMIC
Event") unless the Trustee receives an Opinion of Counsel (at the expense of
the party seeking to take such action or, if such party fails to pay such
expense, and the Trustee determines that taking such action is in the best
interest of REMIC I, REMIC II or REMIC III and the Certificateholders, at the
expense of the Trust Fund,



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but in no event at the expense of the Trustee) to the effect that the
contemplated action will not, with respect to any REMIC created hereunder
adversely affect such status or, unless the Master Servicer, the Trustee, or
the Special Servicer, as applicable (or other Person acceptable to the
Trustee), determine that the monetary exposure to REMIC I, REMIC II and REMIC
III is not material and in its or their sole discretion to indemnify, to the
extent reasonably acceptable to the Trustee, the Trust Fund against the
imposition of such tax. Wherever in this Agreement a contemplated action may
not be taken because the timing of such action might result in the imposition
of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of
Counsel that such action would not impose a tax on the Trust Fund, such action
may nonetheless be taken provided that the indemnity given in the preceding
sentence with respect to any taxes that might be imposed on the Trust Fund has
been given and that all other preconditions to the taking of such action have
been satisfied. The Trustee shall not take or fail to take any action (whether
or not authorized hereunder) as to which the Master Servicer has advised it in
writing that it has received an Opinion of Counsel to the effect that an
Adverse REMIC Event could occur with respect to such action. In addition, prior
to taking any action with respect to the Trust Fund or its assets, or causing
the Trust Fund to take any action, which is not expressly permitted under the
terms of this Agreement, each of the parties hereto will consult with the
Trustee or its designee, in writing, with respect to whether such action could
cause an Adverse REMIC Event to occur with respect to REMIC I, REMIC II or
REMIC III, and such party shall not take any such action, or cause REMIC I,
REMIC II or REMIC III to take any such action, as to which the Trustee has
advised it in writing that an Adverse REMIC Event could occur. The Trustee may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not expressly permitted by this
Agreement. At all times as may be required by the Code, the Trustee will to the
extent within its control and the scope of its duties as specifically set forth
herein, maintain substantially all of the assets of REMIC I as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.

     (g) In the event that any tax is imposed on "prohibited transactions" of
REMIC I, REMIC II or REMIC III as defined in Section 860F(a)(2) of the Code, on
"net income from foreclosure property" of REMIC I, REMIC II or REMIC III as
defined in Section 860G(c) of the Code, or on any contributions to REMIC I,
REMIC II or REMIC III after the Startup Day therefor pursuant to Section
860G(d) of the Code, or any other tax is imposed by the Code or any applicable
provisions of state or local laws, such tax shall be charged (i) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Agreement, (ii) to any other party hereto, if
such tax arises out of or results from a breach by such party of any of its
obligations under this Agreement, or (iii) otherwise (including, without
limitation, in the case of any tax permitted to be incurred pursuant to Section
3.17(a)) against amounts on deposit in the Distribution Account as provided by
Section 3.05(b).

     (h) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to each of REMIC I, REMIC II and REMIC III on a calendar
year and on an accrual basis or as otherwise may be required by the REMIC
Provisions.

     (i) Following the Startup Day, the Trustee shall not accept any
contributions of assets to the Trust Fund unless the Trustee shall have
received an Opinion of Counsel (at the



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expense of the party seeking to make such contribution) to the effect that the
inclusion of such assets in the Trust Fund will not cause REMIC I, REMIC II or
REMIC III to fail to qualify as a REMIC at any time that any Certificates are
outstanding or subject such REMIC to any tax under the REMIC Provisions or
other applicable provisions of federal, state and local law or ordinances.

     (j) None of the Master Servicer, the Special Servicer or the Trustee shall
enter into any arrangement by which REMIC I, REMIC II or REMIC III will receive
a fee or other compensation for services nor (to the extent within its control)
permit REMIC I, REMIC II or REMIC III to receive any income from assets other
than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or
"permitted investments" as defined in Section 860G(a)(5) of the Code.

     (k) Within 30 days after the Closing Date, the Trustee shall prepare and
file with the Internal Revenue Service Form 8811, "Information Return for Real
Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt
Obligations" for each of REMIC I, REMIC II and REMIC III.

     (l) None of the Trustee, the Fiscal Agent, the Master Servicer, or the
Special Servicer shall sell, dispose of or substitute for any of the Mortgage
Loans (except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the acquisition
or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
the bankruptcy of REMIC I, REMIC II or REMIC III, (iii) the termination of the
Trust Fund pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to or as contemplated by Section 2.03 or 3.18 of this
Agreement) or acquire any assets for the Trust Fund or sell or dispose of any
investments in the Certificate Account, the Distribution Account, or the REO
Account for gain, or accept any contributions to the Trust Fund after the
Closing Date, unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect adversely the
status of REMIC I, REMIC II or REMIC III as a REMIC or, (b) subject to Section
10.01(f), cause REMIC I, REMIC II or REMIC III to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

     SECTION 10.02 DEPOSITOR, MASTER SERVICER, SPECIAL SERVICER, FISCAL AGENT,
TRUSTEE TO COOPERATE.

     (a) The Depositor shall provide or cause to be provided to the Trustee,
within ten days after the Closing Date, all information or data that the
Trustee reasonably determines to be relevant for tax purposes as to the
valuations and issue prices of the Certificates, including, without limitation,
the price, yield, prepayment assumption and projected cash flow of the
Certificates.

     (b) The Master Servicer, the Special Servicer, the Fiscal Agent and the
Depositor shall each furnish such reports, certifications and information, and
access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the
Trustee in order to enable it to perform its duties hereunder.



                                      176
<PAGE>

     SECTION 10.03 GRANTOR TRUST ADMINISTRATION.

     (a) The Trustee shall treat the Grantor Trust, for tax return preparation
purposes, as a grantor trust under the Code and, if necessary, under applicable
state law and will file appropriate federal or state Tax Returns for each
taxable year ending on or after the last day of the calendar year in which the
Certificates are issued.

     (b) The Trustee shall pay out of its own funds any and all routine tax
administration expenses of the Trust Fund incurred with respect to the Grantor
Trust (but not including any professional fees or expenses related to audits or
any administrative or judicial proceedings with respect to the Trust Fund that
involve the Internal Revenue Service or state tax authorities which
extraordinary expenses shall be payable or reimbursable to the Trustee from the
Trust Fund unless otherwise provided in Section 10.01(e) or 10.01(f)).

     (c) The Trustee shall prepare, sign and file when due all of the Tax
Returns in respect of the Grantor Trust. The expenses of preparing and filing
such returns shall be borne by the Trustee without any right of reimbursement
therefor. The other parties hereto shall provide on a timely basis to the
Trustee or its designee such information with respect to the Grantor Trust as
is in its possession and reasonably requested by the Trustee to enable it to
perform its obligations under this Section 10.03. Without limiting the
generality of the foregoing, the Depositor, within ten days following the
Trustee's request therefor, shall provide in writing to the Trustee such
information as is reasonably requested by the Trustee for tax purposes, and the
Trustee's duty to perform its reporting and other tax compliance obligations
under this Section 10.03 shall be subject to the condition that it receives
from the Depositor such information possessed by the Depositor that is
necessary to permit the Trustee to perform such obligations.

     (d) The Trustee shall perform on behalf of the Grantor Trust all reporting
and other tax compliance duties that are required in respect thereof under the
Code, the Grantor Trust Provisions or other compliance guidance issued by the
Internal Revenue Service or any state or local taxing authority.

     (e) The Trustee shall perform its duties hereunder so as to maintain the
status of the Grantor Trust as a grantor trust under the Grantor Trust
Provisions (and the Master Servicer and the Special Servicer shall assist the
Trustee to the extent reasonably requested by the Trustee and to the extent of
information within the Trustee's, the Master Servicer's or the Special
Servicer's possession or control). None of the Trustee, Master Servicer, the
Special Servicer shall knowingly take (or cause the Grantor Trust to take) any
action or fail to take (or fail to cause to be taken) any action that, under
the Grantor Trust Provisions, if taken or not taken, as the case may be, could
adversely affect the status of the Grantor Trust as a grantor trust under the
Grantor Trust Provisions (any such adverse effect on grantor trust status, an
"Adverse Grantor Trust Event"), unless the Trustee has obtained or received an
Opinion of Counsel (at the expense of the party requesting such action or at
the expense of the Trust Fund if the Trustee seeks to take such action or to
refrain from taking any action for the benefit of the Certificateholders) to
the effect that the contemplated action will not result in an Adverse Grantor
Trust Event. None of the other parties hereto shall take any action or fail to
take any action (whether or not authorized hereunder) as to which the Trustee
has advised it in writing that the Trustee has received or obtained an Opinion
of Counsel to the effect that an Adverse Grantor Trust Event could result



                                      177
<PAGE>

from such action or failure to act. In addition, prior to taking any action
with respect to the Grantor Trust, or causing the Trust Fund to take any
action, that is not expressly permitted under the terms of this Agreement, the
Master Servicer and the Special Servicer shall consult with the Trustee or its
designee, in writing, with respect to whether such action could cause an
Adverse Grantor Trust Event to occur. Neither the Master Servicer nor the
Special Servicer shall have any liability hereunder for any action taken by it
in accordance with the written instructions of the Trustee. The Trustee may
consult with counsel to make such written advice, and the cost of same shall be
borne by the party seeking to take the action not permitted by this Agreement,
but in no event at the cost or expense of the Trust Fund or the Trustee.
Notwithstanding any provision of this Agreement to the contrary, the Grantor
Trust Assets shall not be subject to any expenses, costs or other charges that
are attributable to the assets or activities of REMIC I, REMIC II or REMIC III.

     (f) If any tax is imposed on the Grantor Trust, such tax, together with
all incidental costs and expenses (including, without limitation, penalties and
reasonable attorneys' fees) shall be charged to and paid by: (i) the Special
Servicer, if such tax arises out of or results from a breach by the Special
Servicer of any of its obligations under Article III or this Section 10.03;
(ii) the Master Servicer, if such tax arises out of or results from a breach by
the Master Servicer of any of its obligations under Article III or this Section
10.03; (iii) the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under Article IV, Article VIII or this
Section 10.03; or (iv) the portion of the Trust Fund constituting the Grantor
Trust in all other instances.

     (g) The Trustee shall, for federal income tax purposes, maintain books and
records with respect to the Grantor Trust on a calendar year and on an accrual
basis.

                                  ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     SECTION 11.01 AMENDMENT.

     (a) This Agreement may be amended from time to time by the parties hereto,
without the consent of any of the Certificateholders:

          (i) to cure any ambiguity,

          (ii) to correct or supplement any provisions herein or therein, which
     may be inconsistent with any other provisions herein or therein or to
     correct any error,

          (iii) to modify, eliminate or add to any of its provisions to such
     extent as shall be necessary or desirable to maintain the qualification of
     REMIC I, REMIC II or REMIC III as a REMIC at all times that any
     Certificate is outstanding or to avoid or minimize the risk of the
     imposition of any tax on REMIC I, REMIC II or REMIC III pursuant to the
     Code that would be a claim against the Trust Fund, provided that the
     Trustee has received an Opinion of Counsel to the effect that (A) such
     action is necessary or desirable to maintain such qualification or to
     avoid or minimize the risk of the



                                      178
<PAGE>

     imposition of any such tax and (B) such action will not adversely affect
     in any material respect the interests of any Certificateholder,

          (iv) to change the timing and/or nature of deposits into the
     Certificate Account or the Distribution Account or to change the name in
     which the Certificate Account is maintained, provided that (A) the
     Delinquency Advance Date or the Master Servicer Remittance Date shall in
     no event be later than the related Distribution Date, (B) such change
     shall not, as evidenced by an Opinion of Counsel, adversely affect in any
     material respect the interests of any Certificateholder and (C) such
     change shall not result in the downgrade, qualification or withdrawal of
     the then-current rating assigned to any Class of Certificates, as
     evidenced by a letter from each Rating Agency to such effect,

          (v) to modify, eliminate or add to the provisions of Section 5.02(d)
     or any other provision hereof restricting transfer of the Residual
     Certificates by virtue of their being the REMIC "residual interests,"
     provided that such change shall not, as evidenced by an Opinion of
     Counsel, cause either the Trust Fund or any of the Certificateholders
     (other than the transferor) to be subject to a federal tax caused by a
     transfer to a Person that is not a United States Person and a Permitted
     Transferee, or

          (vi) to modify, eliminate or add any provision to this Agreement to
     provide for a book-entry registration system for the Certificates, or

          (vii) to make any other provisions with respect to matters or
     questions arising under this Agreement which shall not be materially
     inconsistent with the provisions of this Agreement, provided that such
     action shall not, as evidenced by an Opinion of Counsel, adversely affect
     in any material respect the interests of any Certificateholder.

     (b) This Agreement may also be amended from time to time by the parties
hereto with the consent of the Holders of Certificates evidencing in the
aggregate not less than 66-2/3% of the Percentage Interests of each Class of
Certificates affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:

          (i) reduce in any manner the amount of, or delay the timing of,
     payments which are required to be distributed on any Certificate without
     the consent of the Holder of such Certificate, or

          (ii) reduce the aforesaid percentage of Certificates of any Class the
     Holders of which are required to consent to any such amendment, in any
     such case without the consent of the Holders of all Certificates of such
     Class then outstanding; or

          (iii) modify the definition of "Servicing Standard" without the
     consent of the Holders of all Certificates then outstanding.



                                      179
<PAGE>

     (c) Notwithstanding the foregoing, the Trustee will not be entitled to
consent to any amendment hereto without having first received an Opinion or
Opinions of Counsel to the effect that (i) such amendment is permitted pursuant
to the terms of this Agreement and (ii) such amendment or the exercise of any
power granted to the Master Servicer, the Special Servicer, the Depositor, the
Trustee or any other specified person in accordance with such amendment will
not result in the imposition of a tax on REMIC I, REMIC II or REMIC III
pursuant to the REMIC Provisions or cause REMIC I, REMIC II or REMIC III to
fail to qualify as a REMIC.

     (d) Promptly after the execution of any such amendment, the Trustee shall
furnish a statement describing the amendment to each Certificateholder.

     (e) It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment,
but it shall be sufficient if such consent shall approve the substance thereof.
The manner of obtaining such consents and of evidencing the authorization of
the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.

     (f) The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

     (g) The cost of any Opinion of Counsel to be delivered pursuant to Section
11.01(a) or (c) shall be borne by the Person seeking the related amendment,
except that if the Master Servicer or the Trustee requests any amendment of
this Agreement in furtherance of the rights and interests of
Certificateholders, the cost of any Opinion of Counsel required in connection
therewith pursuant to Section 11.01(a) or (c) shall be payable out of the
Certificate Account.

     SECTION 11.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

     (a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer at the expense of the Trust Fund on direction by the Trustee,
such direction to be given by the Trustee only upon the Trustee's receipt of an
Opinion of Counsel to be obtained by the party requesting such recordation (the
cost of which may be paid out of the Certificate Account) to the effect that
such recordation materially and beneficially affects the interests of the
Certificateholders.

     (b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.



                                      180
<PAGE>

     SECTION 11.03 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

     (a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

     (b) No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third party by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

     (c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement or any Mortgage Loan,
unless, with respect to any suit, action or proceeding upon or under or with
respect to this Agreement, such Holder previously shall have given to the
Trustee a written notice of default hereunder, and of the continuance thereof,
as hereinbefore provided, and unless also (except in the case of a default by
the Trustee) the Holders of Certificates of any Class evidencing not less than
25% of the related Percentage Interests in such Class shall have made written
request upon the Trustee to institute such action, suit or proceeding in its
own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. The
Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it under this Section 11.03(c) or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction
of any of the Holders of Certificates unless such Holders have offered to the
Trustee reasonable security against the costs, expenses and liabilities which
may be incurred therein or hereby. It is understood and intended, and expressly
covenanted by each Certificateholder with every other Certificateholder and the
Trustee, that no one or more Holders of Certificates shall have any right in
any manner whatsoever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, which priority or preference is not otherwise provided for
herein, or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of
this Section 11.03(c), each and every Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

     SECTION 11.04 GOVERNING LAW.

     THIS AGREEMENT AND THE CERTIFICATES SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF

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<PAGE>

NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     SECTION 11.05 NOTICES.

     Any communications provided for or permitted hereunder shall be in writing
and, unless otherwise expressly provided herein, shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, postage
prepaid (except for notices to the Trustee which shall be deemed to have been
duly given only when received), to: (i) in the case of the Depositor, 200
Witmer Road, Horsham, Pennsylvania 19044, Attention: Structured Finance
Manager, telecopy number: (215) 328-1775; (ii) in the case of the Master
Servicer, 200 Witmer Road, Horsham, Pennsylvania 19044, Attention: Managing
Director, Commercial Servicing Operations, telecopy number: (215) 328-3478
(with copies to General Counsel (telecopy number: (215) 328-3620)); (iii) in
the case of the Trustee, the Corporate Trust Office; (iv) in the case of the
Special Servicer, 550 California Street, San Francisco, California 94101,
telecopy number (415) 391-2949, Attention: CMBS Portfolio Manager (with a copy
to General Counsel); (v) in the case of the Rating Agencies, (A) Standard &
Poor's Ratings Services, 55 Water Street, New York, New York 10041, Attention:
Commercial Mortgage Surveillance Manager, telecopy number: (212) 438-2662, (B)
Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention:
Commercial Mortgage Surveillance Dept., telecopy number: (212) 635-0295; (vi)
in the case of the Underwriters, (A) Goldman, Sachs & Co., 85 Broad Street, New
York, New York 10004, Attention: Rolf Edwards, telecopy number: (212) 346-3594
and (B) Deutsche Banc Alex. Brown Inc., 31 West 52nd Street, New York, New York
10019, Attention: Gregory B. Hartch, telecopy number: (212) 469-4579; and (vii)
in the case of the initial Majority Certificateholder of the Controlling Class,
550 California Street, 12th Floor, San Francisco, California 94104, Attention:
Shari Figi, telecopy number: (415) 391-2949, or as to each such Person such
other address as may hereafter be furnished by such Person to the parties
hereto in writing. Any communication required or permitted to be delivered to a
Certificateholder shall be deemed to have been duly given when mailed first
class, postage prepaid, to the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or
not the Certificateholder receives such notice.

     SECTION 11.06 SEVERABILITY OF PROVISIONS.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07 GRANT OF A SECURITY INTEREST.

     The Depositor intends that the conveyance of the Depositor's right, title
and interest in and to the Mortgage Loans pursuant to this Agreement shall
constitute a sale and not a



                                      182
<PAGE>

pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and
obligations of the parties to such loan shall be established pursuant to the
terms of this Agreement. The Depositor also intends and agrees that, in such
event, (i) the Depositor shall be deemed to have granted to the Trustee (in
such capacity) a first priority security interest in the Depositor's entire
right, title and interest in and to the assets comprising the Trust Fund,
including without limitation, the Mortgage Loans (including all Replacement
Mortgage Loans), all principal and interest received or receivable with respect
to the Mortgage Loans (other than principal and interest payments due and
payable prior to the Cut-off Date and Principal Prepayments received prior to
the Cut-off Date), all amounts held from time to time in the Certificate
Account and the Distribution Account and all reinvestment earnings on such
amounts, and all of the Depositor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to the
Mortgage Loans, and (ii) this Agreement shall constitute a security agreement
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a Form UCC-1 substantially in the form attached as
Exhibit E hereto in all appropriate locations in the Commonwealth of
Pennsylvania promptly following the initial issuance of the Certificates, and
the Master Servicer shall prepare and file at each such office, and the Trustee
shall execute, continuation statements thereto, in each case within six months
prior to the fifth anniversary of the immediately preceding filing. The
Depositor shall cooperate in a reasonable manner with the Trustee and the
Master Servicer in preparing and filing such continuation statements. This
Section 11.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable Uniform Commercial Code.

     SECTION 11.08 NO PARTNERSHIP.

     Nothing herein contained shall be deemed or construed to create a
partnership or joint venture between the parties hereto and the services of the
Master Servicer and the Special Servicer shall be rendered as independent
contractors and not as agents for the Trust Fund or the Certificateholders.

     SECTION 11.09 SUCCESSORS AND ASSIGNS; BENEFICIARIES.

     The provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective successors and permitted
assigns and all such provisions shall inure to the benefit of the
Certificateholders. No other person, including, without limitation, any
Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim
under this Agreement.

     SECTION 11.10 ARTICLE AND SECTION HEADINGS.

     The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.

     SECTION 11.11 NOTICES TO THE RATING AGENCIES.

     (a) The Trustee shall use reasonable efforts promptly to provide notice or
a copy of the listed item to each Rating Agency with respect to each of the
following of which it has actual knowledge:



                                      183
<PAGE>

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Event of Default that has not been cured;

          (iii) the resignation, termination or merger (with an entity other
     than an Affiliate) of the Master Servicer, the Special Servicer or the
     Trustee;

          (iv) any change in the location of the Distribution Account;

          (v) a copy of the notice given pursuant to Section 2.03(a) and the
     repurchase of a Mortgage Loan by the related Mortgage Loan Seller pursuant
     to Section 6 of the related Mortgage Loan Purchase Agreement or by GMACCM
     pursuant to Section 4 of the related Supplemental Agreement; and

          (vi) the final payment to any Class of Certificateholders.

     (b) Each of the Master Servicer and the Special Servicer shall promptly
furnish to each Rating Agency copies of the following:

          (i) each of its annual statements as to compliance described in
     Section 3.13; and

          (ii) each of its annual independent public accountants' servicing
     reports described in Section 3.14.

     (c) To the extent it is not already required to do so under Section 4.02
hereof, the Trustee shall promptly furnish to each Rating Agency copies of each
report prepared and/or delivered by it pursuant to Section 4.02 hereof.

     (d) Each of the Master Servicer, the Special Servicer and the Trustee
shall provide such additional information to each Rating Agency upon request is
in its possession or reasonably available to it.



                                      184
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized, in each
case as of the day and year first above written.

                                GMAC COMMERCIAL MORTGAGE SECURITIES,
                                      INC.,
                                      Depositor


                                By: /s/ David Lazarus
                                   ------------------------------------------
                                      Name: David Lazarus
                                      Title:    Vice President


                                GMAC COMMERCIAL MORTGAGE CORPORATION,
                                      Master Servicer and Special Servicer


                                By: /s/ David Lazarus
                                   ------------------------------------------
                                      Name: David Lazarus
                                      Title:    Vice President


                                LASALLE BANK NATIONAL ASSOCIATION,
                                      Trustee


                                By: /s/ Ann Kelly
                                   ------------------------------------------
                                      Name:  Ann Kelly
                                      Title: Assistant Vice President


                                ABN AMRO BANK N.V.,
                                   Fiscal Agent


                                By:     /s/ Cynthia Reis
                                   ------------------------------------------
                                      Name:  Cynthia Reis
                                      Title: First Vice President


                                By:  /s/ Brian D. Ames
                                   ------------------------------------------
                                      Name:  Brian D. Ames
                                      Title: Vice President





                                      185
<PAGE>


STATE OF NEW YORK                   )

                                    )      ss.

COUNTY OF NEW YORK                  )

     On the day of July, 2001, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President of
GMAC COMMERCIAL MORTGAGE SECURITIES, INC., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of such corporation, and acknowledged to me that such
corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                         /s/ Ellen Reeman
                                         --------------------------------------
                                                      Notary Public


[Notarial Seal]



<PAGE>


STATE OF NEW YORK                   )

                                    )      ss.

COUNTY OF NEW YORK                  )

     On the day of July, 2001, before me, a notary public in and for said
State, personally appeared David Lazarus known to me to be a Vice President of
GMAC COMMERCIAL MORTGAGE CORPORATION, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of such corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                           /s/ Ellen Reeman
                                         --------------------------------------
                                                      Notary Public


[Notarial Seal]


<PAGE>


STATE OF ILLINOIS                   )

                                    )      ss.

COUNTY OF COOK                      )

     On the day of July, 2001, before me, a notary public in and for said State,
personally appeared Ann M. Kelly known to me to be an AVP of LASALLE NATIONAL
BANK, a national chartered bank duly organized, validly existing and in good
standing under the United States of America that executed the within instrument,
and also known to me to be the person who executed it on behalf of such
nationally chartered bank, and acknowledged to me that such nationally chartered
bank executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          /s/ Natonia Wilson
                                         --------------------------------------
                                                      Notary Public


[Notarial Seal]



<PAGE>


STATE OF ILLINOIS                   )

                                    )      ss.

COUNTY OF COOK                      )

     On the day of July, 2001, before me, a notary public in and for said State,
personally appeared Cynthia Reis and Brian D. Ames known to me to be a First
Vice President and Vice President, respectively, of AMRO BANK N.V., an
organization organized under the laws of the Netherlands, that executed it on
behalf of such organization and acknowledged to me that such organization
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                          /s/ Natonia Wilson
                                         --------------------------------------
                                                      Notary Public


[Notarial Seal]




<PAGE>


                                                                    EXHIBIT A-1


                         FORM OF CLASS X-1 CERTIFICATE

                               CLASS X-1 MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
<TABLE>
<CAPTION>
<S>                                                            <C>
Pass-Through Rate:                                               Certificate Notional Amount of this Class X-1
Variable                                                         Certificate as of the Issue Date: $

Date of Pooling and Servicing Agreement:                         Class Notional Amount of all the Class X-1
July 1, 2001                                                     Certificates as of the Issue Date: $754,944,060

Cut-off Date:  With respect to                                   Aggregate unpaid principal balance of the Mortgage Loans
any Mortgage Loan, the Due                                       as of their respective Cut-off Dates, after deducting
Date for such Mortgage Loan in July, 2001                        payments of principal due on or before such date, whether
                                                                 or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001                        Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                            CUSIP No. 361849 RH7
GMAC Commercial Mortgage Corporation

Certificate No. X-1-__                                           ISIN No. US361849RH78
</TABLE>

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


                                     A-1-1
<PAGE>

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
CODE.

     THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES
NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER
HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class X-1 Certificate (obtained by dividing the
notional principal amount of this Class X-1 Certificate (its "Certificate
Notional Amount") as of the Issue Date by the aggregate notional principal
balance of all the Class X-1 Certificates (their "Class Notional Amount") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class X-1 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special



                                     A-1-2
<PAGE>

Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class X-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well) and such Certificateholder is the registered
owner of all the Class X-1 Certificates, or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class X-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-1 Certificates are exchangeable for new Class X-1 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and



                                     A-1-3
<PAGE>

thereupon one or more new Class X-1 Certificates in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     No transfer of any Class X-1 Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-1 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class X-1 Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class X-1 Certificates for its own account or for the
account of a qualified institutional buyer, and that it understands that such
Class X-1 Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class X-1 Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class X-1
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class X-1 Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class X-1 Certificate without registration or qualification.
Any Class X-1 Certificateholder desiring to effect such a transfer shall, and
by the acceptance of its Class X-1 Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     No transfer of any Class X-1 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTE 95-60) and the conditions set forth in
Sections I and III of PTE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is



                                     A-1-4
<PAGE>

investing on behalf of or with "plan assets" of a Plan will be deemed to have
represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class X-1 Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class X-1 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.



                                     A-1-5
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.


                                     A-1-6
<PAGE>


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

                                      LaSalle Bank National Association,
                                      as Certificate Registrar


                                      By:
                                         ------------------------------------
                                                  Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

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

Dated:  July 12, 2001

                                      LaSalle Bank National Association,
                                      as Certificate Registrar


                                      By:
                                         -------------------------------------
                                                   Authorized Officer





                                     A-1-7
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

for the account of

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

     Distributions made by check (such check to be made payable to

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

and all applicable statements and notices should be mailed to
                                                              -----------------

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

                  This information is provided by
                                                                              ,

the assignee named above, or _________________________________________________,
as its agent.



                                     A-1-8
<PAGE>

                                                                    EXHIBIT A-2

                          FORM OF CLASS X-2 CERTIFICATE

                               CLASS X-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                 <C>
Pass-Through Rate:                                 Certificate Notional Amount of this Class X-2
Variable                                           Certificate as of the Issue Date: $

Date of Pooling and Servicing Agreement:           Class Notional Amount of all the Class X-2
July 1, 2001                                       Certificates as of the Issue Date: $437,670,000

Cut-off Date:  With respect to any                 Aggregate unpaid principal balance of the Mortgage
Mortgage Loan, the Due Date for                    Loans as of their respective Cut-off Dates, after
such Mortgage Loan in July, 2001                   deducting payments of principal due on or before
                                                   such date, whether or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001          Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:              CUSIP No. 361849 RJ3
GMAC Commercial Mortgage Corporation

Certificate No. X-2-__                             ISIN No. US361849RJ35
</TABLE>


     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR,
THE TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-2-1
<PAGE>

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
CODE.

     THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND DOES
NOT ENTITLE THE HOLDER HEREOF TO ANY DISTRIBUTIONS OF PRINCIPAL. THE HOLDER
HEREOF WILL BE ENTITLED TO DISTRIBUTIONS OF INTEREST ACCRUED AS PROVIDED IN THE
AGREEMENT ON THE CERTIFICATE NOTIONAL AMOUNT OF THIS CERTIFICATE, WHICH AT ANY
TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class X-2 Certificate (obtained by dividing the
notional principal amount of this Class X-2 Certificate (its "Certificate
Notional Amount") as of the Issue Date by the aggregate notional principal
balance of all the Class X-2 Certificates (their "Class Notional Amount") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class X-2 Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special



                                     A-2-2
<PAGE>

Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO Bank N.V.,
as Fiscal Agent. To the extent not defined herein, the capitalized terms used
herein have the respective meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class X-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class X-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well) and such Certificateholder is the registered
owner of all the Class X-2 Certificates, or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the offices of the
Certificate Registrar appointed as provided in the Agreement or such other
location as may be specified in such notice.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class X-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class X-2 Certificates are exchangeable for new Class X-2 Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and



                                     A-2-3
<PAGE>

thereupon one or more new Class X-2 Certificates in authorized denominations
evidencing the same aggregate Percentage Interest will be issued to the
designated transferee or transferees.

     No transfer of any Class X-2 Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class X-2 Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class X-2 Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class X-2 Certificates for its own account or for the
account of a qualified institutional buyer, and that it understands that such
Class X-2 Certificates may be resold, pledged or transferred only (a) to a
person reasonably believed to be a qualified institutional buyer that purchases
for its own account or for the account of a qualified institutional buyer to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (b) pursuant to another exemption from registration
under the Securities Act. None of the Depositor, the Trustee or the Certificate
Registrar is obligated to register or qualify the Class X-2 Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class X-2
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class X-2 Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of any Class X-2 Certificate without registration or qualification.
Any Class X-2 Certificateholder desiring to effect such a transfer shall, and
by the acceptance of its Class X-2 Certificate agrees to, indemnify the
Depositor, the Trustee and the Certificate Registrar against any liability that
may result if the transfer is not so exempt or is not made in accordance with
such federal and state laws.

     No transfer of any Class X-2 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless: such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTE 95-60) and the conditions set forth in
Sections I and III of PTE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is



                                     A-2-4
<PAGE>

investing on behalf of or with "plan assets" of a Plan will be deemed to have
represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class X-2 Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class X-2 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.



                                     A-2-5
<PAGE>

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.


                                     A-2-6
<PAGE>


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

                                     LaSalle Bank National Association,
                                     as Certificate Registrar


                                     By:
                                        ---------------------------------------
                                                 Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

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

Dated:  July 12, 2001

                                    LaSalle Bank National Association,
                                    as Certificate Registrar


                                    By:
                                       ----------------------------------------
                                                   Authorized Officer

                                     A-2-7
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
                  (please print or typewrite name and address
                    including postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor


                              ------------------------------------------
                              Signature Guaranteed



                           DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to
                                  ---------------------------------------------
for the account of
                   ------------------------------------------------------------

     Distributions made by check (such check to be made payable to

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

and all applicable statements and notices should be mailed to
-------------------------------------------------------------------------------

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


     This information is provided by                                           ,
                                    -------------------------------------------
the assignee named above, or                                                   ,
                            ---------------------------------------------------
as its agent.

                                     A-2-8
<PAGE>

                                                                     EXHIBIT A-3

                         FORM OF CLASS A-1 CERTIFICATE

                               CLASS A-1 MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                 <C>
Pass-Through Rate:                                   Certificate Principal Balance of this Class A-1
6.250% per annum                                     Certificate as of the Issue Date: $143,613,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                         Class Principal Balance of all the Class A-1
                                                     Certificates as of the Issue Date: $143,613,000
Cut-off Date:  With respect to
any Mortgage Loan, the Due Date
for such Mortgage Loan in July, 2001                 Aggregate unpaid principal balance of the Mortgage Pool
                                                     as of the respective Cut-off Dates of the Mortgage Loans,
                                                     after deducting payments of principal due on or before
                                                     such date, whether or not received:  $754,944,061
Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001            Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                CUSIP No. 361849 RA2
GMAC Commercial Mortgage Corporation

Certificate No. A-1-1                                ISIN No. US361849RA26
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                     A-3-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-1 Certificate (obtained by dividing the
principal balance of this Class A-1 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class A-1 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class A-1
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,




                                     A-3-2
<PAGE>

provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class A-1 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-1
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class A-1 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement



                                     A-3-3
<PAGE>

and subject to certain limitations therein set forth, Class A-1 Certificates
are exchangeable for new Class A-1 Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class A-1 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class A-1 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class A-1 Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class A-1 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement



                                     A-3-4
<PAGE>

following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or
the Depositor at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer
to purchase from the Trust Fund all Mortgage Loans and any REO Properties
remaining therein. The exercise of such right will effect early retirement of
the Certificates; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Pool at the time of purchase being
less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Pool specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.


                                     A-3-5
<PAGE>

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

                                  LaSalle Bank National Association, as Trustee


                                  By:
                                     -----------------------------------------
                                              Authorized Officer







                         CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-1 Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                LaSalle Bank National Association,
                                as Certificate Registrar


                                By:
                                   ------------------------------------------
                                           Authorized Officer






                                     A-3-6
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                               ------------------------------------------
                               Signature by or on behalf of Assignor

                               ------------------------------------------
                               Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to
                                  --------------------------------------------
for the account of
                  ------------------------------------------------------------

     Distributions made by check (such check to be made payable to
                                                                               )
-------------------------------------------------------------------------------

and all applicable statements and notices should be mailed to
                                                             ------------------

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

     This information is provided by                                           ,
                                    -------------------------------------------
the assignee named above, or                                                   ,
                             --------------------------------------------------
as its agent.



                                     A-3-7
<PAGE>

                                                                     EXHIBIT A-4

                          FORM OF CLASS A-2 CERTIFICATE

                               CLASS A-2 MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

                  evidencing a beneficial ownership interest in a trust fund
(the "Trust Fund") consisting primarily of a pool (the "Mortgage Pool") of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                  <C>
Pass-Through Rate:                                     Certificate Principal Balance of this Class A-2
6.700% per annum                                       Certificate as of the Issue Date: $

Date of Pooling and Servicing Agreement:               Class Principal Balance of all the Class A-2
July 1, 2001                                           Certificates as of the Issue Date: $437,693,000


Cut-off Date: With respect to any                      Aggregate unpaid principal balance of the Mortgage
Mortgage Loan, the Due Date for such                   Pool as of the respective Cut-off Dates of the Mortgage Loans,
Mortgage Loan in July, 2001                            after deducting payments of principal due on or before such date,
                                                       whether or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001              Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:                  CUSIP No. 361849 RB0
GMAC Commercial Mortgage Corporation

Certificate No. A-2-1                                  ISIN No. US361849RB09
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                     A-4-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS B, CLASS
C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class A-2 Certificate (obtained by dividing the
principal balance of this Class A-2 Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class A-2 Certificates (their "Class Principal Balance") as of the Issue Date)
in that certain beneficial ownership interest evidenced by all the Class A-2
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,

                                     A-4-2
<PAGE>

provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class A-2 Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class A-2
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class A-2 Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement



                                     A-4-3
<PAGE>

and subject to certain limitations therein set forth, Class A-2 Certificates
are exchangeable for new Class A-2 Certificates in authorized denominations
evidencing the same aggregate Percentage Interest, as requested by the Holder
surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class A-2 Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class A-2 Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class A-2 Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class A-2 Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement


                                     A-4-4
<PAGE>
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in the Trust Fund, and (ii) the purchase by the Master Servicer or
the Depositor at a price determined as provided in the Agreement of all
Mortgage Loans and any REO Properties remaining in the Trust Fund. The
Agreement permits, but does not require, the Depositor or the Master Servicer
to purchase from the Trust Fund all Mortgage Loans and any REO Properties
remaining therein. The exercise of such right will effect early retirement of
the Certificates; however, such right to purchase is subject to the aggregate
Stated Principal Balance of the Mortgage Pool at the time of purchase being
less than 1% of the aggregate Cut-off Date Principal Balance of the Mortgage
Pool specified on the face hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.

                                     A-4-5
<PAGE>



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

                                LaSalle Bank National Association, as Trustee


                                By:
                                   --------------------------------------------
                                                 Authorized Officer



                         CERTIFICATE OF AUTHENTICATION

     This is one of the Class A-2 Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                              LaSalle Bank National Association,
                                   as Certificate Registrar


                              By:
                                 ----------------------------------------------
                                            Authorized Officer



                                     A-4-6
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
        (please print or typewrite name and address including postal zip
                               code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:
-------------------------------------------------------------------------------

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to
                                    -----------------------------------
for the account of
                  -----------------------------------------------------

     Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

     This information is provided by

-------------------------------------------------------------------------------,
the assignee named above, or

-------------------------------------------------------------------------------,
as its agent.



                                     A-4-7

<PAGE>

                                                                     EXHIBIT A-5

                           FORM OF CLASS B CERTIFICATE

                                CLASS B MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                                 <C>
Pass-Through Rate:                                 Certificate Principal Balance of this Class B
6.790% per annum                                   Certificate as of the Issue Date: $33,973,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                       Class Principal Balance of all the Class B
                                                   Certificates as of the Issue Date: $33,973,000

Cut-off Date:  With respect to any                 Aggregate unpaid principal balance of the
Mortgage Loan, the Due Date for such               Mortgage Pool as of the respective Cut-off
Mortgage Loan in July, 2001                        Dates of the Mortgage Loans, after deducting payments
                                                   of principal due on or before such date, whether or
                                                   not received:  $754,944,061


Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001          Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:              CUSIP No. 361849 RC8
GMAC Commercial Mortgage Corporation

Certificate No. B-1                                ISIN No. US361849RC81
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY




                                    A-5-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1 AND
CLASS X-2 CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1 AND CLASS A-2 CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING
THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE CLASS C,
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class B Certificate (obtained by dividing the
principal balance of this Class B Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal



                                    A-5-2
<PAGE>

balance of all the Class B Certificates (their "Class Principal Balance") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class B Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class B Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class B
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2000-C3 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided



                                    A-5-3
<PAGE>

in the Agreement, withdrawals from the Certificate Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and expenses.

     The Class B Certificates are issuable in fully registered form only without
coupons in minimum denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class B Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class B Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
B Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate



                                     A-5-4
<PAGE>

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.





                                     A-5-5
<PAGE>

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

                                LaSalle Bank National Association, as Trustee


                                By:
                                   -------------------------------------------
                                          Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class B Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                               LaSalle Bank National Association,
                                as Certificate Registrar


                               By:
                                  ---------------------------------------------
                                             Authorized Officer





                                     A-5-6
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

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

Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                              ------------------------------------------
                              Signature Guaranteed


                           DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

for the account of

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


     Distributions made by check (such check to be made payable to

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

and all applicable statements and notices should be mailed to
                                                                               )
-------------------------------------------------------------------------------


     This information is provided by
                                                                               ,
-------------------------------------------------------------------------------

the assignee named above, or
                                                                               ,
-------------------------------------------------------------------------------
as its agent.



                                     A-5-7
<PAGE>

                                                                    EXHIBIT A-6

                          FORM OF CLASS C CERTIFICATE

                                CLASS C MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class C
 6.870% per annum                                 Certificate as of the Issue Date: $11,324,000
Date of Pooling and Servicing Agreement:
July 1, 2001                                      Class Principal Balance of all the Class C
                                                  Certificates as of the Issue Date: $11,324,000
Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                       Aggregate unpaid principal balance of the
                                                  Mortgage Pool as of the respective Cut-off Dates
                                                  of the Mortgage Loans, after deducting payments of
                                                  principal due on or before such date, whether
                                                  or not received:  $754,944,061
Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001         Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:             CUSIP No. 361849 RD6
GMAC Commercial Mortgage Corporation

Certificate No. C-1                               ISIN No. US361849RD64
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY


                                     A-6-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2 AND CLASS B CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED
IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2 AND CLASS B CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCE OF THE
CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS
M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES IS
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class C Certificate (obtained by dividing the
principal balance of this Class C Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal

                                     A-6-2

<PAGE>

balance of all the Class C Certificates (their "Class Principal Balance") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class C Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class C Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class C
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided

                                     A-6-3
<PAGE>

in the Agreement, withdrawals from the Certificate Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and
expenses.

     The Class C Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class C Certificates are exchangeable for new Class C Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class B Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class C Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class C Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
C Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate

                                     A-6-5


<PAGE>

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.


                                     A-6-5
<PAGE>


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

                                            LaSalle Bank National Association,
                                              as Trustee


                                            By:
                                               --------------------------------
                                                       Authorized Officer







                         CERTIFICATE OF AUTHENTICATION

     This is one of the Class C Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                           LaSalle Bank National Association,
                                              as Certificate Registrar


                                           By:
                                              ---------------------------------
                                                     Authorized Officer





                                     A-6-6

<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

------------------------------------------------------------------------------
          (please print or typewrite name and address including postal
                             zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:
------------------------------------------------------------------------------

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

------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor


                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

------------------------------------------------------------------------------
for the account of

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

     Distributions made by check (such check to be made payable to
                                                                              )
------------------------------------------------------------------------------
and all applicable statements and notices should be mailed to

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

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

                  This information is provided by
                                                                              ,
------------------------------------------------------------------------------

the assignee named above, or
                                                                              ,
------------------------------------------------------------------------------
as its agent.


                                     A-6-7
<PAGE>

                                                                    EXHIBIT A-7

                           FORM OF CLASS D CERTIFICATE

                                CLASS D MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                         <C>
Pass-Through Rate:                           Certificate Principal Balance of this Class D
 6.960% per annum                            Certificate as of the Issue Date: $15,099,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                 Class Principal Balance of all the Class D
                                             Certificates as of the Issue Date: $15,099,000
Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                  Aggregate unpaid principal balance of the Mortgage Pool
                                             as of the respective Cut-off Dates of the Mortgage Loans,
                                             after deducting payments of principal due on or before
                                             such date, whether or not received:  $754,944,061
Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001    Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:        CUSIP No. 361849 RE4
GMAC Commercial Mortgage Corporation

Certificate No. D-1                          ISIN No. US361849RE48
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY



                                     A-7-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B AND CLASS C CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCE OF THE CLASS E, CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P, AND CLASS Q CERTIFICATES OF THE SAME SERIES
IS REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class D Certificate (obtained by dividing the
principal balance of this Class D Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal



                                     A-7-2
<PAGE>

balance of all the Class D Certificates (their "Class Principal Balance") as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class D Certificates in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among GMAC
Commercial Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage
Corporation, as Master Servicer and Special Servicer, LaSalle Bank National
Association, as Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class D Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class D
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided



                                     A-7-3
<PAGE>

in the Agreement, withdrawals from the Certificate Account and the Distribution
Account may be made from time to time for purposes other than, and, in certain
cases, prior to, distributions to Certificateholders, such purposes including
the reimbursement of advances made, or certain expenses incurred, with respect
to the Mortgage Loans and the payment of interest on such advances and
expenses.

     The Class D Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class D Certificates are exchangeable for new Class D Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class D Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class D Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class D Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
D Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate



                                     A-7-4
<PAGE>

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.




                                     A-7-5
<PAGE>


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

                                  LaSalle Bank National Association, as Trustee


                                  By:
                                     ------------------------------------------
                                             Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class D Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                   LaSalle Bank National Association,
                                    as Certificate Registrar


                                   By:
                                      ----------------------------------------
                                               Authorized Officer






                                     A-7-6
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
          (please print or typewrite name and address including postal
                             zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor


                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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


 for the account of

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


     Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

                  This information is provided by

------------------------------------------------------------------------------,

the assignee named above, or

-------------------------------------------------------------------------------,
as its agent.


                                     A-7-7
<PAGE>

                                                                    EXHIBIT A-8

                           FORM OF CLASS E CERTIFICATE

                                CLASS E MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                             <C>
Pass-Through Rate:                                  Certificate Principal Balance of this Class E
Lesser of 7.050% per annum or the                   Certificate as of the Issue Date: $9,437,000
Weighted Average Net Mortgage Rate

Date of Pooling and Servicing Agreement:
July 1, 2001                                        Class Principal Balance of all the Class E
                                                    Certificates as of the Issue Date: $9,437,000

Cut-off Date:  With respect to any                  Aggregate unpaid principal balance of the
Mortgage Loan, the Due Date for such                Mortgage Pool as of the respective Cut-off
Mortgage Loan in July, 2001                         Dates of the Mortgage Loans, after deducting
                                                    payments of principal due on or before such date,
                                                    whether or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001           Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:               CUSIP No. 361849 RF1
GMAC Commercial Mortgage Corporation

Certificate No. E-1                                 ISIN No. US361849RF13
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY



                                     A-8-1
<PAGE>

PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME SERIES, AS AND TO
THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D CERTIFICATES OF THE SAME
SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS F, CLASS G, CLASS H, CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.



                                     A-8-2
<PAGE>

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class E Certificate (obtained by dividing the
principal balance of this Class E Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class E Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class E
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class E Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class E
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.



                                     A-8-3
<PAGE>

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class E Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class E Certificates are exchangeable for new Class E Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class E Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class E Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class E Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
E Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.



                                     A-8-4
<PAGE>

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.





                                     A-8-5
<PAGE>

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

                                        LaSalle Bank National Association,
                                          as Trustee


                                        By:
                                           ------------------------------------
                                                Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

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

Dated:  July 12, 2001

                                         LaSalle Bank National Association,
                                           as Certificate Registrar


                                         By:
                                            -----------------------------------
                                                     Authorized Officer





                                     A-8-6
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

                  the beneficial ownership interest in the Trust Fund evidenced
by the within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

                                    I (we) further direct the issuance of a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Mortgage Pass-Through Certificate to
the following address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor


                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

for the account of

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

                  Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

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


                  This information is provided by

-------------------------------------------------------------------------------,

the assignee named above, or

-------------------------------------------------------------------------------,
as its agent.


                                     A-8-7
<PAGE>


                                                                    EXHIBIT A-9

                           FORM OF CLASS F CERTIFICATE

                                CLASS F MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate:                            Certificate Principal Balance of this Class F
6.550% per annum                              Certificate as of the Issue Date: $15,099,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                  Class Principal Balance of all the Class F
                                              Certificates as of the Issue Date: $15,099,000

Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                   Aggregate unpaid principal balance of the Mortgage
                                              Pool as of the respective Cut-off Dates of the Mortgage Loans,
                                              after deducting payments of principal due on or before
                                              such date, whether or not received:  $754,944,061
Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RK0
GMAC Commercial Mortgage Corporation

Certificate No. F-1                           ISIN No. US361849RK08
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                     A-9-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE SAME SERIES, AS
AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES OF THE
SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCES OF THE CLASS G, CLASS H, CLASS J, CLASS K, CLASS L, CLASS M,
CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES ARE
REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE
REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED



                                     A-9-2
<PAGE>

EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class F Certificate (obtained by dividing the
principal balance of this Class F Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class F Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class F
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class F Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class F
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.


                                     A-9-3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class F Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class F Certificates are exchangeable for new Class F Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class F Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class F Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class F Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class F Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class F Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class F
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate



                                     A-9-4
<PAGE>

Registrar is obligated to register or qualify the Class F Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class F
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class F Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class F Certificate without registration or qualification. Any
Class F Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class F Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal
and state laws.

     No transfer of any Class F Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class F Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
F Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect



                                     A-9-5
<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund,
and (ii) the purchase by the Master Servicer or the Depositor at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.



                                     A-9-6
<PAGE>


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

                                       LaSalle Bank National Association,
                                         as Trustee


                                       By:
                                          -------------------------------------
                                                   Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

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

Dated:  July 12, 2001

                                        LaSalle Bank National Association,
                                          as Certificate Registrar


                                        By:
                                           ------------------------------------
                                                Authorized Officer





                                     A-9-7
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                               ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

for the account of

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

Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

     This information is provided by

-------------------------------------------------------------------------------,

the assignee named above, or

-------------------------------------------------------------------------------,
as its agent.


                                     A-9-8
<PAGE>

                                                                    EXHIBIT A-10

                          FORM OF CLASS G CERTIFICATE

                                CLASS G MORTGAGE
                           PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate:                           Certificate Principal Balance of this Class G
6.830% per annum                             Certificate as of the Issue Date: $10,380,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                 Class Principal Balance of all the Class G
                                             Certificates as of the Issue Date: $10,380,000

Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                  Aggregate unpaid principal balance of the Mortgage
                                             Pool as of the respective Cut-off Dates of the Mortgage Loans,
                                             after deducting payments of principal due on or before
                                             such date, whether or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001    Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:        CUSIP No. 361849 RL8
GMAC Commercial Mortgage Corporation

Certificate No. G-1                          ISIN No. US361849RL80
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                     A-10-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES OF THE SAME
SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS H, CLASS J, CLASS K,
CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE
SAME SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED




                                    A-10-2
<PAGE>

EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class G Certificate (obtained by dividing the
principal balance of this Class G Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class G Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class G
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class G Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class G
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                    A-10-3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class G Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class G Certificates are exchangeable for new Class G Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class G Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class G Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class G Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class G Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class G Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class G
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate


                                    A-10-4
<PAGE>

Registrar is obligated to register or qualify the Class G Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class G
Certificate without registration or qualification. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify the
Class G Certificates under the Securities Act or any other securities law or to
take any action not otherwise required under the Agreement to permit the
transfer of any Class G Certificate without registration or qualification. Any
Class G Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class G Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal
and state laws.

     No transfer of any Class G Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class G Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
G Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect



                                    A-10-5
<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund,
and (ii) the purchase by the Master Servicer or the Depositor at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.




                                    A-10-6

<PAGE>




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

                                        LaSalle Bank National Association,
                                          as Trustee


                                        By:
                                           ------------------------------------
                                                     Authorized Officer



                         CERTIFICATE OF AUTHENTICATION

     This is one of the Class G Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                         LaSalle Bank National Association,
                                            as Certificate Registrar


                                         By:
                                            -----------------------------------
                                                       Authorized Officer





                                    A-10-7
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                               ------------------------------------------
                               Signature by or on behalf of Assignor


                               ------------------------------------------
                               Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

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

for the account of

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


                  Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

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


                  This information is provided by


the assignee named above, or

------------------------------------------------------------------------------,

------------------------------------------------------------------------------,
as its agent.




                                    A-10-8

<PAGE>

                                                                    EXHIBIT A-11

                           FORM OF CLASS H CERTIFICATE

                                CLASS H MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.


<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate:                         Certificate Principal Balance of this Class H
Weighted Average Net Mortgage Rate         Certificate as of the Issue Date: $9,437,000

Date of Pooling and Servicing Agreement:
July 1, 2001                               Class Principal Balance of all the Class H
                                           Certificates as of the Issue Date: $9,437,000
Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                Aggregate unpaid principal balance of the
                                           Mortgage Pool as of the respective Cut-off Dates
                                           of the Mortgage Loans, after deducting payments
                                           of principal due on or before such date, whether
                                           or not received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001  Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:      CUSIP No. 361849 RM6
GMAC Commercial Mortgage Corporation

Certificate No. H-1                        ISIN No. US361849RM63
</TABLE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                                    A-11-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES OF
THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G
CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE
AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS J, CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED



                                    A-11-2
<PAGE>

EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class H Certificate (obtained by dividing the
principal balance of this Class H Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class H Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class H
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class H Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class H
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                    A-11-3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class H Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class H Certificates are exchangeable for new Class H Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class H Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class H Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class H Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class H Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class H Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class H
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class H Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class H Certificate
without registration or qualification. None of the Depositor, the Trustee or
the Certificate



                                    A-11-4
<PAGE>

Registrar is obligated to register or qualify the Class H Certificates under
the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class H
Certificate without registration or qualification. Any Class H
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class H Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal
and state laws.

     No transfer of any Class H Certificate or any interest therein shall be
made (A) to any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan"), or (B) to any Person who is directly or indirectly
purchasing such Certificate or interest therein on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan, unless such Plan
qualifies as an accredited investor as defined in Rule 501(a)(1) of Regulation
D of the Securities Act and either (1) at the time of such transfer, such
Certificate continues to be rated in one of the top four rating categories by
at least one Rating Agency or (2) such Plan is an "insurance company general
account" (within the meaning of PTCE 95-60) and the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied as of the date of
acquisition of such Certificate. Each purchaser or transferee that is a Plan or
is investing on behalf of or with "plan assets" of a Plan will be deemed to
have represented that the foregoing conditions have been satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class H Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
H Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect



                                    A-11-5
<PAGE>

thereto) of the last Mortgage Loan or REO Property remaining in the Trust Fund,
and (ii) the purchase by the Master Servicer or the Depositor at a price
determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.

                                    A-11-6

<PAGE>


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

                                       LaSalle Bank National Association,
                                         as Trustee


                                       By:
                                          -------------------------------------
                                                Authorized Officer





                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class H Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                       LaSalle Bank National Association,
                                         as Certificate Registrar


                                       By:
                                          -------------------------------------
                                                 Authorized Officer


                                    A-11-7
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
             (please print or typewrite name and address including
                         postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

                                    I (we) further direct the issuance of a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and delivery of such Mortgage Pass-Through Certificate to
the following address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to

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

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

for the account of
                  ------------------------------------------------------------


                  Distributions made by check (such check to be made payable to
                                                                               )
-------------------------------------------------------------------------------
and all applicable statements and notices should be mailed to

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

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

     This information is provided by


-------------------------------------------------------------------------------,

the assignee named above, or

-------------------------------------------------------------------------------,
as its agent.


                                    A-11-8
<PAGE>

                                                                   EXHIBIT A-12

                           FORM OF CLASS J CERTIFICATE

                                CLASS J MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate:                                Certificate Principal Balance of this Class J
6.500% per annum                                  Certificate as of the Issue Date: $23,592,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                      Class Principal Balance of all the Class J
                                                  Certificates as of the Issue Date: $23,592,000
Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                       Aggregate unpaid principal balance of the Mortgage Pool
                                                  as of the respective Cut-off Dates of the Mortgage Loans,
                                                  after deducting payments of principal due on or before
                                                  such date, whether or not received:  $754,944,061
Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001         Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:             CUSIP No. 361849 RN4
GMAC Commercial Mortgage Corporation

Certificate No. J-1                               ISIN No. US361849RN47
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                    A-12-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND
CLASS H CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON
WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS K, CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED



                                    A-12-2
<PAGE>

EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class J Certificate (obtained by dividing the
principal balance of this Class J Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class J Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class J
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class J Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class J
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                    A-12-3
<PAGE>

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class J Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class J Certificates are exchangeable for new Class J Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class J Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class J Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class J Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class J Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class J Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class J
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is


                                    A-12-4
<PAGE>

obligated to register or qualify the Class J Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of any Class J Certificate without
registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class J
Certificates under the Securities Act or any other securities law or to take
any action not otherwise required under the Agreement to permit the transfer of
any Class J Certificate without registration or qualification. Any Class J
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class J Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal
and state laws.

     Any purchaser of a Class J Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those
undertaken in the Agreement, and the following conditions are met: (i) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (ii) the source of funds used to purchase
such Certificate is an "insurance company general account" (as such term is
defined in PTCE 95-60) and (iii) the conditions set forth in Sections I and III
of PTCE 95-60 have been satisfied as of the date of the acquisition of such
Certificate. The Trustee may require that any prospective transferee of a Class
J Certificate that is held as a Definitive Certificate provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan or that the conditions of an acceptable alternative
representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class J Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
J Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

     Prior to due presentment of this Certificate for registration of transfer,
the Depositor, the Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, the Certificate Registrar and any agents of any of them may treat
the Person in whose name this Certificate is registered as the owner hereof for
all purposes, and none of the Depositor, the Master Servicer,



                                    A-12-5
<PAGE>

the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.


                                    A-12-6
<PAGE>


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

                                        LaSalle Bank National Association,
                                          as Trustee


                                        By:
                                           ------------------------------------
                                                 Authorized Officer







                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class J Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                      LaSalle Bank National Association,
                                            as Certificate Registrar


                                      By:
                                         --------------------------------------
                                                     Authorized Officer




                                    A-12-7
<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

-------------------------------------------------------------------------------
          (please print or typewrite name and address including postal
                             zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                              ------------------------------------------
                              Signature by or on behalf of Assignor

                              ------------------------------------------
                              Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to


-------------------------------------------------------------------------------
for the account of

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

                  Distributions made by check (such check to be made payable to

-------------------------------------------------------------------------------)

and all applicable statements and notices should be mailed to

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

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

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

     This information is provided by

-----------------------------------------------------------------------------,
the assignee named above, or

------------------------------------------------------------------------------,
as its agent.


<PAGE>

                                                                   EXHIBIT A-13

                           FORM OF CLASS K CERTIFICATE

                                CLASS K MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

     evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                   GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

<TABLE>
<CAPTION>
<S>                                        <C>
Pass-Through Rate:                          Certificate Principal Balance of this Class K
6.500% per annum                            Certificate as of the Issue Date: $5,662,000

Date of Pooling and Servicing Agreement:
July 1, 2001                                Class Principal Balance of all the Class K
                                            Certificates as of the Issue Date: $5,662,000

Cut-off Date:  With respect to any
Mortgage Loan, the Due Date for such
Mortgage Loan in July, 2001                 Aggregate unpaid principal balance of the
                                            Mortgage Pool as of the respective Cut-off Dates
                                            of the Mortgage Loans, after deducting payments
                                            of principal due on or before such date, whether
                                            or not received:  $754,944,061
Issue Date:  July 12, 2001
First Distribution Date:
August 15, 2001                             Trustee:  LaSalle Bank National Association

Master Servicer and Special Servicer:       CUSIP No. 361849 RP9
GMAC Commercial Mortgage Corporation

Certificate No. K-1                         ISIN No. US361849RP94
</TABLE>

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                    A-13-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H AND CLASS J
CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT
REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H AND CLASS J CERTIFICATES OF THE SAME SERIES. IN ADDITION, FOLLOWING THE
DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE CLASS L,
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED EXPENSES.



                                    A-13-2
<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class K Certificate (obtained by dividing the
principal balance of this Class K Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class K Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class K
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Pursuant to the terms of the Agreement, distributions will be made on the
15th day of each month or, if such 15th day is not a Business Day, the Business
Day immediately following (each, a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class K Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class K
Certificate will be made by the Trustee by wire transfer in immediately
available funds to the account of the Person entitled thereto at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have provided the Trustee with wiring instructions no less than five
Business Days prior to the Record Date for such distribution (which wiring
instructions may be in the form of a standing order applicable to all
subsequent distributions as well), or otherwise by check mailed to the address
of such Certificateholder appearing in the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate
(determined without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to this Certificate)
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at
the offices of the Certificate Registrar appointed as provided in the Agreement
or such other location as may be specified in such notice. Also notwithstanding
the foregoing, any distribution that may be made with respect to this
Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated
by the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

     Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and


                                    A-13-3
<PAGE>

any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.

     The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the
payment of interest on such advances and expenses.

     The Class K Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Class K Certificates are exchangeable for new Class K Certificates in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Class K Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

     No transfer of any Class K Certificate shall be made unless that transfer
is made pursuant to an effective registration statement under the Securities
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class K Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then
the Trustee shall require, in order to assure compliance with such laws,
receipt by it and the Depositor of a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
B-1 to the Agreement and a certificate from such Certificateholder's
prospective transferee substantially in the form attached as Exhibit B-2 to the
Agreement. Any purchaser of a Class K Certificate shall be deemed to have
represented by such purchase that it is a "qualified institutional buyer" as
that term is defined in Rule 144A ("Rule 144A") under the Securities Act, that
it is aware that the sale to it is being made in reliance on Rule 144A and that
it is acquiring the Class K Certificates for its own account or for the account
of a qualified institutional buyer, and that it understands that such Class K
Certificates may be resold, pledged or transferred only (a) to a person
reasonably believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in reliance
on Rule 144A, or (b) pursuant to another exemption from registration under the
Securities Act. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class K Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to



                                     A-13-4
<PAGE>

permit the transfer of any Class K Certificate without registration or
qualification. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class K Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class K Certificate
without registration or qualification. Any Class K Certificateholder desiring
to effect such a transfer shall, and by the acceptance of its Class K
Certificate agrees to, indemnify the Depositor, the Trustee and the Certificate
Registrar against any liability that may result if the transfer is not so
exempt or is not made in accordance with such federal and state laws.

     Any purchaser of a Class K Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those
undertaken in the Agreement, and the following conditions are met: (i) such
Plan qualifies as an accredited investor as defined in Rule 501(a)(1) of
Regulation D of the Securities Act, (ii) the source of funds used to purchase
such Certificate is an "insurance company general account" (as such term is
defined in PTCE 95-60) and (iii) the conditions set forth in Sections I and III
of PTCE 95-60 have been satisfied as of the date of the acquisition of such
Certificate. The Trustee may require that any prospective transferee of a Class
K Certificate that is held as a Definitive Certificate provide such
certifications as the Trustee may deem desirable or necessary in order to
establish that such transferee or the Person in whose name such registration is
requested is not a Plan or a Person who is directly or indirectly purchasing
such Certificate on behalf of, as named fiduciary of, as trustee of, or with
"plan assets" of a Plan or that the conditions of an acceptable alternative
representation are satisfied.

     No service charge will be imposed for any registration of transfer or
exchange of Class K Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
K Certificates.

     Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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


                                    A-13-5
<PAGE>

     The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such
right to purchase is subject to the aggregate Stated Principal Balance of the
Mortgage Pool at the time of purchase being less than 1% of the aggregate
Cut-off Date Principal Balance of the Mortgage Pool specified on the face
hereof.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent thereunder and the rights of the Certificateholders thereunder, at
any time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of Certificates
entitled to at least 66-2/3% of the Voting Rights allocated to the affected
Classes. Any such consent by the Holder of this Certificate shall be conclusive
and binding on such Holder and upon all future Holders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
circumstances, including any amendment necessary to maintain the status of
designated portions of the Trust Fund as a REMIC, without the consent of the
Holders of any of the Certificates.

     Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

     The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

     This Certificate shall be construed in accordance with the internal laws
of the State of New York applicable to agreements made and to be performed in
said State, and the obligations, rights and remedies of the Holder hereof shall
be determined in accordance with such laws.





                                    A-13-6
<PAGE>


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

                                      LaSalle Bank National Association,
                                        as Trustee


                                      By:
                                         --------------------------------------
                                              Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class K Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                      LaSalle Bank National Association,
                                        as Certificate Registrar


                                      By:
                                         -------------------------------------
                                                  Authorized Officer




                                     A-13-7
<PAGE>


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto


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

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

-------------------------------------------------------------------------------
                  (please print or typewrite name and address
                    including postal zip code of assignee)

     the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

     I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following
address:

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

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

-------------------------------------------------------------------------------
Dated:


                               ------------------------------------------
                               Signature by or on behalf of Assignor


                               ------------------------------------------
                               Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution

     Distributions shall, if permitted, be made by wire transfer or otherwise,
in immediately available funds, to __________________________________________
for the account of __________________________________________________________

     Distributions made by check (such check to be made payable to ____________)
and all applicable statements and notices should be mailed to _________________
_______________________________________________________________________________


     This information is provided by _________________________________________,
the assignee named above, or _________________________________________________,
as its agent.


                                     A-13-8
<PAGE>


                                                                    EXHIBIT A-14

                           FORM OF CLASS L CERTIFICATE

                                CLASS L MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class L Certificate as of the
                                              Issue Date: $5,662,000

Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class L Certificates as of the
                                              Issue Date: $5,662,000

Cut-off Date:  With respect to any Mortgage   Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RQ7
GMAC Commercial Mortgage Corporation

Certificate No. L-1                           ISIN No. US361849RQ77

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-14-1

<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J AND
CLASS K CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE
AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J AND CLASS K CERTIFICATES OF THE SAME SERIES. IN ADDITION,
FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL BALANCES OF THE
CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN
UNANTICIPATED



                                     A-14-2

<PAGE>

EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class L Certificate (obtained by dividing
the principal balance of this Class L Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class L Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class L
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class L Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class L Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                     A-14-3

<PAGE>

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class L Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class L
Certificates are exchangeable for new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class L Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class L Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class L Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class L Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
L Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class L Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate



                                     A-14-3

<PAGE>

Registrar is obligated to register or qualify the Class L Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class L Certificate
without registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class L
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class L Certificate without registration or qualification. Any Class L
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class L Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         Any purchaser of a Class L Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class L Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class L Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
L Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,



                                     A-14-5

<PAGE>

the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-14-6

<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      -----------------------------------------
                                                Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class L Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                   LaSalle Bank National Association, as
                                   Certificate Registrar


                                   By:
                                      ------------------------------------------
                                                 Authorized Officer



                                     A-14-7

<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                  (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor

                                        ----------------------------------------
                                        Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of______________________________________________________________

                  Distributions made by check (such check to be made payable to
_________________________________________) and all applicable statements and
notices should be mailed to ____________________________________________________
________________________________________________________________________________


         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.




                                     A-14-8

<PAGE>

                                                                    EXHIBIT A-15

                           FORM OF CLASS M CERTIFICATE

                                CLASS M MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class M Certificate as of the
                                              Issue Date: $11,324,000

Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class M Certificates as of the
                                              Issue Date: $11,324,000

Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061

Issue Date: July 12, 2001

First Distribution Date: August 15, 2001      Trustee:  LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RR5
GMAC Commercial Mortgage Corporation

Certificate No. M-1                           ISIN No. US361849RR50

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-15-1

<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K AND CLASS L CERTIFICATES OF THE SAME SERIES. IN
ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCES OF THE CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME
SERIES ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND
CERTAIN UNANTICIPATED EXPENSES.




                                     A-15-2

<PAGE>

ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class M Certificate (obtained by dividing
the principal balance of this Class M Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class M Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class M
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class M Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class M Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and



                                     A-15-3

<PAGE>

any Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such distribution is made upon this
Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class M Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class M
Certificates are exchangeable for new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class M Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class M Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class M Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class M Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
M Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class M Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class M Certificates under the Securities Act or any
other securities law or to take any action not otherwise required under the
Agreement to



                                     A-15-4

<PAGE>

permit the transfer of any Class M Certificate without registration or
qualification. None of the Depositor, the Trustee or the Certificate Registrar
is obligated to register or qualify the Class M Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class M Certificate
without registration or qualification. Any Class M Certificateholder desiring to
effect such a transfer shall, and by the acceptance of its Class M Certificate
agrees to, indemnify the Depositor, the Trustee and the Certificate Registrar
against any liability that may result if the transfer is not so exempt or is not
made in accordance with such federal and state laws.

         Any purchaser of a Class M Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class M Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class M Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
M Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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



                                     A-15-5

<PAGE>

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.


                                     A-15-6

<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      ------------------------------------------
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class M Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                        LaSalle Bank National Association, as
                                        Certificate Registrar


                                        By:
                                           -------------------------------------
                                                  Authorized Officer




                                     A-15-7


<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                     ------------------------------------------
                                     Signature by or on behalf of Assignor

                                     ------------------------------------------
                                     Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of______________________________________________________________

         Distributions made by check (such check to be made payable to _________
____________) and all applicable statements and notices should be mailed to
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                     A-15-8

<PAGE>

                                                                    EXHIBIT A-16

                           FORM OF CLASS N CERTIFICATE

                                CLASS N MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class N Certificate as of the
                                              Issue Date: $3,775,000


Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class N Certificates as of the
                                              Issue Date: $3,775,000


Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received:  $754,944,061

Issue Date:  July 12, 2001

First Distribution Date: August 15, 2001      Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RS3
GMAC Commercial Mortgage Corporation

Certificate No. N-1                           ISIN No. US361849RS34

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-16-1

<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES, AS AND TO THE
EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L AND CLASS M CERTIFICATES OF THE SAME SERIES.
IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE PRINCIPAL
BALANCES OF THE CLASS O, CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED


                                     A-16-2

<PAGE>

IN CONNECTION WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED
EXPENSES. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class N Certificate (obtained by dividing
the principal balance of this Class N Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class N Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class N
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class N Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class N Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                     A-16-3

<PAGE>

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class N Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class N
Certificates are exchangeable for new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class N Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class N Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class N Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class N Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
N Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class N Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate



                                     A-16-4

<PAGE>

Registrar is obligated to register or qualify the Class N Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class N Certificate
without registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class N
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class N Certificate without registration or qualification. Any Class N
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class N Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         Any purchaser of a Class N Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class N Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class N Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
N Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,


                                     A-16-5

<PAGE>

the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-16-6

<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      ------------------------------------------
                                                  Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class N Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                         LaSalle Bank National Association, as
                                         Certificate Registrar


                                         By:
                                            ------------------------------------
                                                     Authorized Officer



                                     A-16-7

<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of______________________________________________________________

         Distributions made by check (such check to be made payable to _________
__________________________________) and all applicable statements and notices
should be mailed to ____________________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                     A-16-8

<PAGE>

                                                                    EXHIBIT A-17

                           FORM OF CLASS O CERTIFICATE

                                CLASS O MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class O Certificate as of the
                                              Issue Date: $3,775,000

Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class O Certificates as of the
                                              Issue Date: $3,775,000

Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061

Issue Date:  July, 12, 2001

First Distribution Date: August 15, 2001      Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RT1
GMAC Commercial Mortgage Corporation

Certificate No. O-1                           ISIN No. US361849RT17

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-17-1

<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE SAME SERIES, AS AND
TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M AND CLASS N CERTIFICATES OF THE
SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE CERTIFICATE
PRINCIPAL BALANCE OF THE CLASS P AND CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION



                                     A-17-2

<PAGE>

WITH LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES.
ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class O Certificate (obtained by dividing
the principal balance of this Class O Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class O Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class O
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class O Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class O Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                     A-17-3

<PAGE>

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class O Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class O
Certificates are exchangeable for new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class O Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class O Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class O Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class O Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
O Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class O Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate




                                     A-17-4

<PAGE>

Registrar is obligated to register or qualify the Class O Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class O Certificate
without registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class O
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class O Certificate without registration or qualification. Any Class O
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class O Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         Any purchaser of a Class O Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class O Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class O Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
O Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,



                                     A-17-5
<PAGE>

the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.



                                     A-17-6
<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      ------------------------------------------
                                                 Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

                                    This is one of the Class O Certificates
referred to in the within-mentioned Agreement.

Dated:  July 12, 2001

                                   LaSalle Bank National Association, as
                                   Certificate Registrar


                                   By:
                                      ------------------------------------------
                                                 Authorized Officer



                                     A-17-7
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                        ----------------------------------------
                                        Signature by or on behalf of Assignor

                                        ----------------------------------------
                                        Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of______________________________________________________________

         Distributions made by check (such check to be made payable to _________
_________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                     A-17-8
<PAGE>


                                                                    EXHIBIT A-18

                           FORM OF CLASS P CERTIFICATE

                                CLASS P MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class P Certificate as of the
                                              Issue Date: $3,774,000


Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class P Certificates as of the
                                              Issue Date: $3,774,000


Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RU8
GMAC Commercial Mortgage Corporation

Certificate No. P-1                           ISIN No. US361849RU89

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-18-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES OF THE SAME SERIES,
AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC") AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N AND CLASS O CERTIFICATES
OF THE SAME SERIES. IN ADDITION, FOLLOWING THE DATE ON WHICH THE AGGREGATE
CERTIFICATE PRINCIPAL BALANCE OF THE CLASS Q CERTIFICATES OF THE SAME SERIES
ARE REDUCED TO ZERO, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
BE REDUCED IN CONNECTION WITH



                                     A-18-2
<PAGE>

LOSSES ON THE MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY,
THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS
THAN THE AMOUNT SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the principal balance of this Class P Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class P Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class P
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class P Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class P Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                     A-18-3
<PAGE>

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class P Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class P
Certificates are exchangeable for new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class P Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class P Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class P Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class P Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
P Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class P Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate



                                     A-18-4
<PAGE>

Registrar is obligated to register or qualify the Class P Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class P Certificate
without registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class P
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class P Certificate without registration or qualification. Any Class P
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class P Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         Any purchaser of a Class P Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class P Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied.

         No service charge will be imposed for any registration of transfer or
exchange of Class P Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
P Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

         Prior to due presentment of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agents of any of them may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer,



                                     A-18-5
<PAGE>

the Special Servicer, the Trustee, the Fiscal Agent, the Certificate Registrar
or any such agent shall be affected by notice to the contrary.

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-18-6
<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      ------------------------------------------
                                                  Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class P Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                   LaSalle Bank National Association, as
                                   Certificate Registrar


                                   By:
                                      ------------------------------------------
                                                 Authorized Officer





                                     A-18-7
<PAGE>

                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to _________________________________
for the account of_____________________________________________________________

         Distributions made by check (such check to be made payable to _________
__________________________) and all applicable statements and notices should be
mailed to ______________________________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                     A-18-8
<PAGE>


                                                                    EXHIBIT A-19

                           FORM OF CLASS Q CERTIFICATE

                                CLASS Q MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Pass-Through Rate:                            Certificate Principal Balance of
6.500% per annum                              this Class Q Certificate as of the
                                              Issue Date: $11,325,060


Date of Pooling and Servicing Agreement:      Class Principal Balance of all the
July 1, 2001                                  Class Q Certificates as of the
                                              Issue Date: $11,325,060


Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061


Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RV6
GMAC Commercial Mortgage Corporation

Certificate No. Q-1                           ISIN No. US361849RV62

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE DEPOSITOR, THE
TRUSTEE, THE CERTIFICATE REGISTRAR OR ANY AGENT THEREOF FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



                                     A-19-1
<PAGE>

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN GMAC
COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR
RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE
GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER
PERSON.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1, CLASS
X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS J,
CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P CERTIFICATES OF THE
SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE
WITH THE PROCEDURES AND CONDITIONS SET FORTH IN THE AGREEMENT.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE [EVIDENCES (1)] A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE
[, AND (2) AN INTEREST IN A PORTION OF THE TRUST FUND CONSISTING OF EXCESS
INTEREST].

DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN FOLLOWING RETIREMENT OF THE
CLASS A-1, CLASS A-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G,
CLASS H, CLASS J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O AND CLASS P
CERTIFICATES OF THE SAME SERIES. IN ADDITION, THE CERTIFICATE PRINCIPAL BALANCE
OF THIS CERTIFICATE MAY BE REDUCED IN CONNECTION WITH LOSSES ON THE



                                     A-19-2
<PAGE>

MORTGAGE LOANS AND CERTAIN UNANTICIPATED EXPENSES. ACCORDINGLY, THE OUTSTANDING
CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ABOVE.

         This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Class Q Certificate (obtained by dividing
the principal balance of this Class Q Certificate (its "Certificate Principal
Balance") as of the Issue Date by the aggregate principal balance of all the
Class Q Certificates (their "Class Principal Balance") as of the Issue Date) in
that certain beneficial ownership interest evidenced by all the Class Q
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing on
the First Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last Business Day of
the month immediately preceding the month of such distribution (the "Record
Date"), in an amount equal to the product of the Percentage Interest evidenced
by this Certificate and the amount required to be distributed to the Holders of
the Class Q Certificates on the applicable Distribution Date pursuant to the
Agreement. All distributions made under the Agreement on any Class Q Certificate
will be made by the Trustee by wire transfer in immediately available funds to
the account of the Person entitled thereto at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
the Trustee with wiring instructions no less than five Business Days prior to
the Record Date for such distribution (which wiring instructions may be in the
form of a standing order applicable to all subsequent distributions as well), or
otherwise by check mailed to the address of such Certificateholder appearing in
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate (determined without regard to any possible future reimbursement
of any Realized Loss or Additional Trust Fund Expense previously allocated to
this Certificate) will be made after due notice by the Trustee of the pendency
of such distribution and only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar appointed as provided in
the Agreement or such other location as may be specified in such notice. Also
notwithstanding the foregoing, any distribution that may be made with respect to
this Certificate in reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to this Certificate, which reimbursement is to
occur after the date on which this Certificate is surrendered as contemplated by
the preceding sentence, will be made by check mailed to the address of the
Holder that surrenders this Certificate as such address last appeared in the
Certificate Register or to any such other address of which the Trustee is
subsequently notified in writing.



                                     A-19-3
<PAGE>

         Any distribution to the Holder of this Certificate in reduction of the
Certificate Principal Balance hereof is binding on such Holder and all future
Holders of this Certificate and any Certificate issued upon the transfer hereof
or in exchange herefor or in lieu hereof whether or not notation of such
distribution is made upon this Certificate.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and the Distribution Account may be made from time to time
for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class Q Certificates are issuable in fully registered form only
without coupons in minimum denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth, Class Q
Certificates are exchangeable for new Class Q Certificates in authorized
denominations evidencing the same aggregate Percentage Interest, as requested by
the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class Q Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class Q Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class Q Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. Any
purchaser of a Class Q Certificate shall be deemed to have represented by such
purchase that it is a "qualified institutional buyer" as that term is defined in
Rule 144A ("Rule 144A") under the Securities Act, that it is aware that the sale
to it is being made in reliance on Rule 144A and that it is acquiring the Class
Q Certificates for its own account or for the account of a qualified
institutional buyer, and that it understands that such Class Q Certificates may
be resold, pledged or transferred only (a) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act. None
of the Depositor, the Trustee or the Certificate



                                     A-19-4
<PAGE>

Registrar is obligated to register or qualify the Class Q Certificates under the
Securities Act or any other securities law or to take any action not otherwise
required under the Agreement to permit the transfer of any Class Q Certificate
without registration or qualification. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify the Class Q
Certificates under the Securities Act or any other securities law or to take any
action not otherwise required under the Agreement to permit the transfer of any
Class Q Certificate without registration or qualification. Any Class Q
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class Q Certificate agrees to, indemnify the Depositor, the
Trustee and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

         Any purchaser of a Class Q Certificate or any interest therein will be
deemed to have represented by such purchase that either (a) such purchaser is
not an employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each a "Plan") and is not purchasing such Certificate by or on behalf of, or
with "plan assets" of, any Plan or (b) the purchase of any such Certificate by
or on behalf of, or with "plan assets" of, any Plan is permissible under
applicable law, will not result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code, and will not subject the Depositor, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Agreement, and the following conditions are met: (i) such Plan qualifies
as an accredited investor as defined in Rule 501(a)(1) of Regulation D of the
Securities Act, (ii) the source of funds used to purchase such Certificate is an
"insurance company general account" (as such term is defined in PTCE 95-60) and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied as of the date of the acquisition of such Certificate. The Trustee may
require that any prospective transferee of a Class Q Certificate that is held as
a Definitive Certificate provide such certifications as the Trustee may deem
desirable or necessary in order to establish that such transferee or the Person
in whose name such registration is requested is not a Plan or a Person who is
directly or indirectly purchasing such Certificate on behalf of, as named
fiduciary of, as trustee of, or with "plan assets" of a Plan or that the
conditions of an acceptable alternative representation are satisfied. No service
charge will be imposed for any registration of transfer or exchange of Class Q
Certificates, but the Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Class Q Certificates.

         Notwithstanding the foregoing, for so long as this Certificate is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC, transfers of interests in this Certificate
shall be made through the book-entry facilities of DTC.

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



                                     A-19-5
<PAGE>

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of designated portions
of the Trust Fund as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-19-6
<PAGE>


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

                                   LaSalle Bank National Association, as Trustee


                                   By:
                                      ------------------------------------------
                                                  Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class Q Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                   LaSalle Bank National Association, as
                                   Certificate Registrar


                                   By:
                                      ------------------------------------------
                                                  Authorized Officer



                                     A-19-7
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

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

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

--------------------------------------------------------------------------------
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                      ------------------------------------------
                                      Signature by or on behalf of Assignor

                                      ------------------------------------------
                                      Signature Guaranteed


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of______________________________________________________________

         Distributions made by check (such check to be made payable to _________
_____________________________) and all applicable statements and notices should
be mailed to____________________________________________________________________
________________________________________________________________________________

         This information is provided by ______________________________________,
the assignee named above, or___________________________________________________,
as its agent.



                                     A-19-8
<PAGE>

                                                                    EXHIBIT A-20


                          FORM OF CLASS R-I CERTIFICATE

                               CLASS R-I MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Date of Pooling and Servicing Agreement:      Percentage Interest evidenced by
July 1, 2001                                  this Certificate in the related
                                              Class: 100%

Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061

Issue Date:  July 12, 2001

First Distribution Date: August 15, 2001      Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RW4
GMAC Commercial Mortgage Corporation

Certificate No. R-I-1                         ISIN No. US361849RW46

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
GMAC COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1,
CLASS X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES
OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN.



                                     A-20-1
<PAGE>

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

         This certifies that Goldman, Sachs & Co. is the registered owner of the
Percentage Interest evidenced by this Class R-I Certificate (as specified above)
in that certain beneficial ownership interest evidenced by all the Class R-I
Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified



                                     A-20-2
<PAGE>

above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the "Record Date"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-I Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-I Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class R-I Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-I Certificates are exchangeable for new
Class R-I Certificates in authorized denominations evidencing the same aggregate
Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-I Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class R-I Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-I Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-I Certificates under the Securities Act or any other



                                     A-20-3
<PAGE>

securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-I Certificate without registration or
qualification. Any Class R-I Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-I Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of a Class R-I Certificate or any interest therein shall be
made to (A) any employee benefit plan or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and collective
investment funds and separate accounts in which such plans, accounts or
arrangements are invested, that is subject to ERISA or Section 4975 of the Code
(each, a "Plan") or (B) any Person who is directly or indirectly purchasing the
Class R-I Certificate or interest therein on behalf of, as named fiduciary of,
as trustee of, or with assets of a Plan.

         Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

         Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United



                                     A-20-4
<PAGE>

States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

         The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written notification from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not cause such Rating Agency to withdraw, qualify or downgrade its
then-current rating of any Class of Certificates; and (b) an Opinion of Counsel,
in form and substance satisfactory to the Trustee and the Depositor, to the
effect that such modification of, addition to or elimination of such provisions
will not cause either REMIC I, REMIC II or REMIC III to (x) cease to qualify as
a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any
Class R-I Certificate to a Person which is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the Transfer of a Class R-I Certificate to a Person which is not a
Permitted Transferee.

         A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-I Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-I Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

         A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.



                                     A-20-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class R-I Certificates, but the Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Class
R-I Certificates.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.



                                     A-20-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-20-7
<PAGE>


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

                                  LaSalle Bank National Association,
                                  as Trustee

                                  By:
                                     -------------------------------------------
                                                 Authorized Officer

                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class R-I Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                  LaSalle Bank National Association,
                                  as Certificate Registrar


                                  By:
                                     -------------------------------------------
                                                Authorized Officer


                                     A-20-8
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto_______________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                    --------------------------------------------
                                    Signature by or on behalf of Assignor


                                    --------------------------------------------
                                    Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
for the account of .

         Distributions made by check (such check to be made payable to
____________________________) and all applicable statements and notices should
be mailed to .

         This information is provided by ________________________, the assignee
named above, or _________________________________________________ as its agent.




                                     A-20-9
<PAGE>

                                                                    EXHIBIT A-21

                         FORM OF CLASS R-II CERTIFICATE

                               CLASS R-II MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

         evidencing a beneficial ownership interest in a trust fund (the "Trust
Fund") consisting primarily of a pool (the "Mortgage Pool") of multifamily and
commercial mortgage loans (the "Mortgage Loans"), such pool being formed and
sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Date of Pooling and Servicing Agreement:      Percentage Interest evidenced by
July 1, 2001                                  this Certificate in the related
                                              Class: 100%



Cut-off Date: With respect to any Mortgage    Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061


Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee:  LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RX2
GMAC Commercial Mortgage Corporation

Certificate No. R-II-1                        ISIN No. US361849RX29

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
GMAC COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1,
CLASS X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES
OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN.



                                     A-21-1
<PAGE>

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

         This certifies that Goldman, Sachs & Co. is the registered owner of the
Percentage Interest evidenced by this Class R-II Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-II Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified



                                     A-21-2
<PAGE>

above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the "Record Date"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-II Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-II Certificate will be made by the Trustee by
check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class R-II Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-II Certificates are exchangeable for new
Class R-II Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-II Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class R-II Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-II Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-II Certificates under the Securities Act or any other



                                     A-21-3
<PAGE>

securities law or to take any action not otherwise required under the Agreement
to permit the transfer of any Class R-II Certificate without registration or
qualification. Any Class R-II Certificateholder desiring to effect such a
transfer shall, and by the acceptance of its Class R-II Certificate agrees to,
indemnify the Depositor, the Trustee and the Certificate Registrar against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

         No transfer of a Class R-II Certificate or any interest therein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan") or (B) any Person who is directly or indirectly purchasing
the Class R-II Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan.

         Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

         Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United



                                     A-21-4
<PAGE>

States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

         The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written notification from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not cause such Rating Agency to withdraw, qualify or downgrade its
then-current rating of any Class of Certificates; and (b) an Opinion of Counsel,
in form and substance satisfactory to the Trustee and the Depositor, to the
effect that such modification of, addition to or elimination of such provisions
will not cause either REMIC I, REMIC II or REMIC III to (x) cease to qualify as
a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any
Class R-II Certificate to a Person which is not a Permitted Transferee, or cause
a Person other than the prospective Transferee to be subject to a REMIC-related
tax caused by the Transfer of a Class R-II Certificate to a Person which is not
a Permitted Transferee.

         A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-II Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-II Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

         A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.



                                     A-21-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class R-II Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class R-II Certificates.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.



                                     A-21-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-21-7

<PAGE>


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

                                          LaSalle Bank National Association,
                                          as Trustee

                                          By:
                                             -----------------------------------
                                                    Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

                                    This is one of the Class R-II Certificates
referred to in the within-mentioned Agreement.

Dated:  July 12, 2001

                                          LaSalle Bank National Association,
                                          as Certificate Registrar

                                          By:
                                             -----------------------------------
                                                    Authorized Officer



                                     A-21-8

<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                       -----------------------------------------
                                       Signature by or on behalf of Assignor


                                       -----------------------------------------
                                       Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
________________________________ for the account of .

         Distributions made by check (such check to be made payable to _________
_______________) and all applicable statements and notices should be mailed to .

         This information is provided by _____________________, the assignee
named above, or __________________________________________________ as its agent.




                                     A-21-9

<PAGE>

                                                                    EXHIBIT A-22

                         FORM OF CLASS R-III CERTIFICATE

                              CLASS R-III MORTGAGE
                            PASS-THROUGH CERTIFICATE,
                                 SERIES 2001-C2

                  evidencing a beneficial ownership interest in a trust fund
(the "Trust Fund") consisting primarily of a pool (the "Mortgage Pool") of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                    GMAC COMMERCIAL MORTGAGE SECURITIES, INC.

Date of Pooling and Servicing Agreement:      Percentage Interest evidenced by
July 1, 2001                                  this Certificate in the related
                                              Class:  100%

Cut-off Date:  With respect to any Mortgage   Aggregate unpaid principal balance
Loan, the Due Date for such Mortgage Loan in  of the Mortgage Pool as of the
July, 2001                                    respective Cut-off Dates of the
                                              Mortgage Loans, after deducting
                                              payments of principal due on or
                                              before such date, whether or not
                                              received: $754,944,061

Issue Date:  July 12, 2001

First Distribution Date:  August 15, 2001     Trustee: LaSalle Bank National
                                              Association

Master Servicer and Special Servicer:         CUSIP No. 361849 RY0
GMAC Commercial Mortgage Corporation

Certificate No. R-III-1                       ISIN No. US361849RY02

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
GMAC COMMERCIAL MORTGAGE SECURITIES, INC., GMAC COMMERCIAL MORTGAGE CORPORATION,
LASALLE BANK NATIONAL ASSOCIATION, ABN AMRO BANK N.V. OR ANY OF THEIR RESPECTIVE
AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOANS ARE GUARANTEED BY
ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1, CLASS A-2, CLASS X-1,
CLASS X-2, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G, CLASS H, CLASS
J, CLASS K, CLASS L, CLASS M, CLASS N, CLASS O, CLASS P AND CLASS Q CERTIFICATES
OF THE SAME SERIES, AS AND TO THE EXTENT PROVIDED IN THE AGREEMENT REFERRED TO
HEREIN.



                                     A-22-1
<PAGE>

         THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION
WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, AS
NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT
PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A "REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE.
CONSEQUENTLY, TRANSFER OF THIS CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX
RELATED TRANSFER RESTRICTIONS SET FORTH IN THE AGREEMENT. IF ANY PERSON BECOMES
THE REGISTERED HOLDER OF THIS CERTIFICATE IN VIOLATION OF SUCH TRANSFER
RESTRICTIONS, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER OR UNDER THE AGREEMENT REFERRED TO HEREIN, INCLUDING,
BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.

         This certifies that Goldman, Sachs & Co. is the registered owner of the
Percentage Interest evidenced by this Class R-III Certificate (as specified
above) in that certain beneficial ownership interest evidenced by all the Class
R-III Certificates in the Trust Fund created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among GMAC Commercial
Mortgage Securities, Inc., as Depositor, GMAC Commercial Mortgage Corporation,
as Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee and ABN AMRO Bank N.V., as Fiscal Agent. To the extent not defined
herein, the capitalized terms used herein have the respective meanings assigned
in the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 15th day of each month or, if such 15th day is not a Business Day, the
Business Day immediately following (each, a "Distribution Date"), commencing
upon the First Distribution Date specified



                                     A-22-2
<PAGE>

above, to the Person in whose name this Certificate is registered at the close
of business on the last Business Day of the month immediately preceding the
month of such distribution (the "Record Date"), in an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
required to be distributed to the Holders of the Class R-III Certificates on the
applicable Distribution Date pursuant to the Agreement. All distributions made
under the Agreement on any Class R-III Certificate will be made by the Trustee
by check mailed to the address of the Person entitled thereto, as such name and
address appear in the Certificate Register. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the offices of the Certificate Registrar appointed as
provided in the Agreement or such other location as may be specified in such
notice.

         The Depositor's Mortgage Pass-Through Certificates, Series 2001-C2 (the
"Certificates") are limited in right of distribution to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Certificate Account and Distribution Account may be made from time to time for
purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

         The Class R-III Certificates are issuable in fully registered form only
without coupons in minimum denominations representing Percentage Interests
specified in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Class R-III Certificates are exchangeable for new
Class R-III Certificates in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices of the Certificate Registrar, duly endorsed by, or accompanied by a
written instrument of transfer in the form satisfactory to the Certificate
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Class R-III Certificates in authorized
denominations evidencing the same aggregate Percentage Interest will be issued
to the designated transferee or transferees.

         No transfer of any Class R-III Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction that does not require such
registration or qualification. If such a transfer of any Class R-III Certificate
(other than a transfer thereof by the Depositor or any Affiliate of the
Depositor) is to be made without registration under the Securities Act, then the
Trustee shall require, in order to assure compliance with such laws, receipt by
it and the Depositor of a certificate from the Certificateholder desiring to
effect such transfer substantially in the form attached as Exhibit B-1 to the
Agreement and a certificate from such Certificateholder's prospective transferee
substantially in the form attached as Exhibit B-2 to the Agreement. None of the
Depositor, the Trustee or the Certificate Registrar is obligated to register or
qualify the Class R-III Certificates



                                     A-22-3
<PAGE>

under the Securities Act or any other securities law or to take any action not
otherwise required under the Agreement to permit the transfer of any Class R-III
Certificate without registration or qualification. Any Class R-III
Certificateholder desiring to effect such a transfer shall, and by the
acceptance of its Class R-III Certificate agrees to, indemnify the Depositor,
the Trustee and the Certificate Registrar against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

         No transfer of a Class R-III Certificate or any interest therein shall
be made to (A) any employee benefit plan or other retirement arrangement,
including individual retirement accounts and annuities, Keogh plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested, that is subject to ERISA or Section 4975 of the
Code (each, a "Plan") or (B) any Person who is directly or indirectly purchasing
the Class R-III Certificate or interest therein on behalf of, as named fiduciary
of, as trustee of, or with assets of a Plan.

         Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Trustee under clause (ii)(A) of such Section 5.02(d)
to deliver payments to a Person other than such Person and to have irrevocably
authorized the Trustee under clause (ii)(B) of such Section 5.02(d) to negotiate
the terms of any mandatory sale and to execute all instruments of Transfer and
to do all other things necessary in connection with any such sale. Each Person
holding or acquiring any Ownership Interest in this Certificate must be a
Permitted Transferee and a United States Person and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee or United States Person. In connection with any proposed Transfer of
any Ownership Interest in this Certificate, the Trustee shall require delivery
to it, and shall not register the Transfer of this Certificate until its receipt
of, an affidavit and agreement substantially in the form attached as Exhibit C-1
to the Agreement (a "Transfer Affidavit and Agreement") from the proposed
Transferee, in form and substance satisfactory to the Trustee, representing and
warranting, among other things, that such Transferee is a Permitted Transferee
and a United States Person, that it is not acquiring its Ownership Interest in
this Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee or is not a United States Person, that for so long as it
retains its Ownership Interest in this Certificate, it will endeavor to remain a
Permitted Transferee and a United States Person, and that it has reviewed the
provisions of Section 5.02(d) of the Agreement and agrees to be bound by them.
Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed
Transferee, if the Trustee has actual knowledge that the proposed Transferee is
not a Permitted Transferee or is not a United States Person, the Trustee shall
not register the Transfer of an Ownership Interest in this Certificate to such
proposed Transferee.

         Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any prospective Transferee to whom such Person attempts to transfer its
Ownership Interest herein and (y) not to transfer its Ownership Interest unless
it provides to the Trustee a certificate substantially in the form attached as
Exhibit C-2 to the Agreement stating that, among other things, it has no actual
knowledge that such prospective Transferee is not a Permitted Transferee or is
not a United



                                     A-22-4
<PAGE>

States Person. Each Person holding or acquiring an Ownership Interest in this
Certificate, by purchasing such Ownership Interest herein, agrees to give the
Trustee written notice that it is a "pass-through interest holder" within the
meaning of temporary Treasury regulation Section 1.67-3T(a)(2)(i)(A) immediately
upon acquiring such Ownership Interest, if it is, or is holding such Ownership
Interest on behalf of, a "pass-through interest holder".

         The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Trustee the following: (a) written notification from each Rating Agency to the
effect that the modification of, addition to or elimination of such provisions
will not cause such Rating Agency to withdraw, qualify or downgrade its
then-current rating of any Class of Certificates; and (b) an Opinion of Counsel,
in form and substance satisfactory to the Trustee and the Depositor, to the
effect that such modification of, addition to or elimination of such provisions
will not cause either REMIC I, REMIC II or REMIC III to (x) cease to qualify as
a REMIC or (y) be subject to an entity-level tax caused by the Transfer of any
Class R-III Certificate to a Person which is not a Permitted Transferee, or
cause a Person other than the prospective Transferee to be subject to a
REMIC-related tax caused by the Transfer of a Class R-III Certificate to a
Person which is not a Permitted Transferee.

         A "Permitted Transferee" is any Transferee other than (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are subject to
tax and, except for FHLMC, a majority of its board of directors is not selected
by such governmental unit), (ii) a foreign government, any international
organization, or any agency or instrumentality of any of the foregoing, (iii)
any organization (other than certain farmers' cooperatives described in Section
521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code
(including the tax imposed by Section 511 of the Code on unrelated business
taxable income), (iv) rural electric and telephone cooperatives described in
Section 1381(a)(2)(C) of the Code, and (v) any electing large partnership under
Section 775 of the Code and/or any other Person so designated by the Trustee
based upon an Opinion of Counsel that the holding of an Ownership Interest in a
Class R-III Certificate by such Person may cause the Trust Fund or any Person
having an Ownership Interest in any Class of Certificates (other than such
Person) to incur a liability for any federal tax imposed under the Code that
would not otherwise be imposed but for the Transfer of an Ownership Interest in
a Class R-III Certificate to such Person. The terms "United States", "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.

         A "United States Person" is a citizen or resident of the United States,
a corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includable in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust.



                                     A-22-5
<PAGE>

         No service charge will be imposed for any registration of transfer or
exchange of Class R-III Certificates, but the Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or
exchange of Class R-III Certificates.

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

         The Trust Fund and the obligations created by the Agreement shall
terminate upon distribution (or provision for distribution) to the
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be distributed to them pursuant to the Agreement following the
earlier of (i) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in the
Trust Fund, and (ii) the purchase by the Master Servicer or the Depositor at a
price determined as provided in the Agreement of all Mortgage Loans and any REO
Properties remaining in the Trust Fund. The Agreement permits, but does not
require, the Depositor or the Master Servicer to purchase from the Trust Fund
all Mortgage Loans and any REO Properties remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1% of the aggregate Cut-off Date
Principal Balance of the Mortgage Pool specified on the face hereof.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof, and the modification of the rights and obligations of the
Depositor, the Master Servicer, the Special Servicer, the Trustee and the Fiscal
Agent thereunder and the rights of the Certificateholders thereunder, at any
time by the Depositor, the Master Servicer, the Special Servicer, the Trustee
and the Fiscal Agent with the consent of the Holders of Certificates entitled to
at least 66-2/3% of the Voting Rights allocated to the affected Classes. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain circumstances,
including any amendment necessary to maintain the status of REMIC I, REMIC II or
REMIC III as a REMIC, without the consent of the Holders of any of the
Certificates.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

         The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.



                                     A-22-6
<PAGE>

         This Certificate shall be construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed
in said State, and the obligations, rights and remedies of the Holder hereof
shall be determined in accordance with such laws.




                                     A-22-7
<PAGE>


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


                                        LaSalle Bank National Association,
                                        as Trustee

                                        By:
                                           -------------------------------------
                                                    Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Class R-III Certificates referred to in the
within-mentioned Agreement.

Dated:  July 12, 2001

                                        LaSalle Bank National Association,
                                        as Certificate Registrar


                                        By:
                                           -------------------------------------
                                                  Authorized Officer



                                     A-22-8
<PAGE>


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                   (please print or typewrite name and address
                     including postal zip code of assignee)

         the beneficial ownership interest in the Trust Fund evidenced by the
within Mortgage Pass-Through Certificate and hereby authorize(s) the
registration of transfer of such interest to the above named assignee on the
Certificate Register of the Trust Fund.

         I (we) further direct the issuance of a new Mortgage Pass-Through
Certificate of a like Percentage Interest and Class to the above named assignee
and delivery of such Mortgage Pass-Through Certificate to the following address:

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

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

--------------------------------------------------------------------------------
Dated:


                                         ---------------------------------------
                                         Signature by or on behalf of Assignor


                                         ---------------------------------------
                                         Signature Guaranteed



                            DISTRIBUTION INSTRUCTIONS

                  The assignee should include the following for purposes of
distribution:

         Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to___________________________________
___________________________________________________________ for the account of .

         Distributions made by check (such check to be made payable to _________
_______________) and all applicable statements and notices should be mailed to .

         This information is provided by _______________________, the assignee
named above, or ________________________________________________ as its agent.




                                     A-22-9
<PAGE>

                                                                     EXHIBIT B-1

                         FORM OF TRANSFEROR CERTIFICATE

                                     [Date]



LaSalle Bank, National Association
135 South LaSalle Street
Suite 1625
Chicago, IL  60603

Attention:   Asset Backed Securities Trust Services,
             GMAC Mortgage Pass-Through Certificates Series 2001-C2

          Re:  GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
               Certificates, Series 2001-C2, [Class X-1] [Class X-2] [Class F]
               [Class G] [Class H] [Class J] [Class K] [Class L] [Class M]
               [Class N] [Class O] [Class P] [Class Q] [Class R-I] [Class R-II]
               [Class R-III], [having an initial principal balance/initial
               notional amount as of July 12, 2001 of $      ] [evidencing a   %
               Percentage Interest in such Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
         (the "Transferor") to               (the "Transferee") of the captioned
Certificates (the "Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of July 1,
2001, among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer and Special Servicer LaSalle
Bank, National Association, as Trustee and ABN AMRO, N.V. as Fiscal Agent. All
terms used herein and not otherwise defined shall have the respective meanings
set forth in the Pooling and Servicing Agreement. The Transferor hereby
certifies, represents and warrants to you, as Certificate Registrar, that:

         1. The Transferor is the lawful owner of the Certificates with the full
right to transfer the Certificates free from any and all claims and encumbrances
whatsoever.

         2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificates, any interest in the Certificates or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to the Certificates, any interest in the Certificates or
any other similar security with any person in any manner, (d) made any general
solicitation with respect to the Certificates, any interest in the Certificates
or any other similar security by means of general advertising or in any other
manner, or (e) taken any other action with respect to the Certificates, any
interest in the Certificates or any other similar security, which (in the case
of any of the acts described in



                                     B-1-1

<PAGE>

clauses (a) through (e) hereof) would constitute a distribution under the
Securities Act of 1933 (the "Securities Act"), or would render the disposition
of the Certificates a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the
Certificates pursuant to the Securities Act or any state securities laws.

3. The Transferor and any person acting on behalf of the Transferor in this
matter reasonably believe that the Transferee is a "qualified institutional
buyer" (as that term is defined in Rule 144A ("Rule 144A") under the Securities
Act) purchasing for its own account or for the account of other qualified
institutional buyers, and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Certificates.

4. The Transferor or a person acting on its behalf has taken reasonable steps
to ensure that the Transferee is aware that the Transferor is relying on the
exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A.

5. The Transferor or a person acting on its behalf has furnished, or caused to
be furnished, to the Transferee all information regarding (a) the Certificates
and distributions thereon, (b) the nature, performance and servicing of the
Mortgage Loans, (c) the Pooling and Servicing Agreement, and (d) any credit
enhancement mechanism associated with the Certificates, that the Transferee has
requested.

                                           Very truly yours,

                                           Print Name of Transferor


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

                                           By:
                                              ----------------------------------
                                              Name
                                              Title




                                     B-1-2

<PAGE>

                                                                     EXHIBIT B-2


                         FORM OF TRANSFEREE CERTIFICATE

                                     [Date]



LaSalle Bank, National Association
135 South LaSalle Street
Suite 1625

Chicago, IL  60603

Attention:   Asset Backed Securities Trust Services,
             GMAC Mortgage Pass-Through Certificates Series 2001-C2

        Re:  GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
             Certificates, Series 2001-C2, [Class X-1] [Class X-2] [Class F]
             [Class G] [Class H] [Class J] [Class K] [Class L] [Class M]
             [Class N] [Class O] [Class P] [Class Q] [Class R-I] [Class R-II]
             [Class R-III], [having an initial principal balance/initial
             notional amount as of July 12, 2001 of $________] [evidencing a
             _____% Percentage Interest in such Class].

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
          (the "Transferor") to              (the "Transferee") of the captioned
Certificates (the "Certificates"), pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of July 1,
2001 among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
LaSalle Bank, National Association, as Trustee and ABN AMRO, N.V., as Fiscal
Agent. All terms used herein and not otherwise defined 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:

         6. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the
"Securities Act") and has completed one of the forms of certification to that
effect attached hereto as Annex 1 and Annex 2. The Transferee is aware that the
sale to it is being made in reliance on Rule 144A. The Transferee is acquiring
the Certificates for its own account or for the account of a qualified
institutional buyer, and understands that such Certificates may be resold,
pledged or transferred only (a) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.




                                     B-2-1

<PAGE>

         7. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement, and
(d) any credit enhancement mechanism associated with the Certificates, that it
has requested.

         8. If the Transferee proposes that the Certificates be registered in
the name of a nominee, such nominee has completed the Nominee Acknowledgment
below.

         9. The Transferee hereby certifies to the Trustee, the Depositor and
the Master Servicer that such transfer is permissible under applicable law,
either (a) such Transferee is not an "employee benefit plan" (within the meaning
of Section 3(3) of ERISA) that is subject to ERISA, a "plan" (within the meaning
of Section 4975 of the Code) that is subject to Section 4975 of the Code, or any
entity deemed to hold "plan assets" of any such plan (within the meaning of
United States Department of Labor ("DOL") Regulations Section 2510.3-101, or (b)
in the case of a Certificate that is not a Residual Certificate, such transfer
will not constitute or result in any non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, will not subject the
Depositor, the Trustee or the Master Servicer to any obligation in addition to
those undertaken in the Pooling and Servicing Agreement, and the following
conditions are met: (i) with respect to the Class X-1, Class X-2, Class F, Class
G and/or Class H Certificates, the prospective transferee qualifies as an
accredited investor as defined in Rule 501(a) of Regulation D of the Securities
Act and (x) at the time of such transfer, such Certificates continue to be rated
in one of the top four rating categories by at least one Rating Agency or (y)
the source of funds used to purchase the Certificates is an "insurance company
general account" (as such term is defined in DOL Prohibited Transaction Class
Exemption ("PTCE") 95-60) and the conditions set forth in Sections I and III of
PTCE 95-60 are satisfied with respect to the Transferee's purchase and holding
of the Certificates, as of the date of acquisition of such Certificate; or (ii)
with respect to the Class J, Class K, Class L, Class M, Class N, Class O, Class
P and/or Class Q Certificates, (1) the prospective transferee qualifies as an
accredited investor as defined in Rule 501(a) of Regulation D of the Securities
Act, (2) the source of funds used to purchase the Certificates is an "insurance
company general account" (as such term is defined in PTCE 95-60) and (3) the
conditions set forth in Sections I and III of PTCE 95-60 are satisfied with
respect to the Transferee's purchase and holding of the Certificates, as of the
date of acquisition of such Certificates.



                                           Very truly yours,

                                           Print Name of Transferee


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

                                           By:
                                              ----------------------------------
                                              Name
                                              Title




                                     B-2-2

<PAGE>


                             NOMINEE ACKNOWLEDGMENT

         The undersigned hereby acknowledges and agrees that as to the
Certificate being registered in its name, the sole beneficial owner thereof is
and shall be _______________, the Transferee identified above, for whom the
undersigned is acting as nominee.

                                           Very truly yours,

                                           Print Name of Transferor


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

                                           By:
                                              ----------------------------------
                                              Name
                                              Title



                                     B-2-1

<PAGE>

                                                          ANNEX 1 TO EXHIBIT B-2


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to _________ (the
"Transferor") and ______________, as Certificate Registrar, with respect to the
mortgage pass-through certificate (the "Certificate") described in the
Transferee Certificate to which this certification relates and to which this
certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee").

         2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933 ("Rule 144A"), because (i)
the Transferee owned and/or invested on a discretionary basis $______ in
securities(1) (other than the excluded securities referred to below) as of the
end of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

         Corporation, etc. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

         Bank. The Transferee (a) is a national bank or a banking institution
organized under the laws of any State, U.S. territory or the District of
Columbia, the business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar official or
is a foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial statements,
a copy of which is attached hereto, as of a date not more than 16 months
preceding the date of sale of the Certificate in the case of a U.S. bank, and
not more than 18 months preceding such date of sale for a foreign bank or
equivalent institution.

         Savings and Loan. The Transferee (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions, or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto, as of a date not more than 16
months preceding the date of sale of the Certificate in the case of a U.S.
savings and loan association, and not more


-------------------
(1) Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities.



                                     B-2-2

<PAGE>

than 18 months preceding such date of sale for a foreign savings and loan
association or equivalent institution.

         Broker-dealer. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

         Insurance Company. The Transferee is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State, U.S.
territory or the District of Columbia.

         State or Local Plan. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

         ERISA Plan. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

         Investment Advisor. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

         Other. (Please supply a brief description of the entity and a cross
reference to the paragraph and subparagraph under subsection (a)(1) of Rule 144A
pursuant to which it qualifies. Note that registered investment companies should
complete Annex 2 rather than this Annex 1).

         3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include any of the securities referred to in this paragraph.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee, unless the Transferee reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of the Transferee, but only if such
subsidiaries are consolidated with the Transferee in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Transferee's direction.
However, such securities were not included if the Transferee is a majority
owned, consolidated subsidiary of another enterprise and the Transferee is not
itself a reporting company under the Securities Exchange Act of 1934.



                                      B-2-3

<PAGE>

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

         Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                   Yes  [ ]              No  [ ]

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificate will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties any
updated annual financial statements that become available on or before the date
of such purchase, promptly after they become available.


                                          Print Name of Transferor


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


                                          By:
                                             ----------------------------------
                                             Name
                                             Title

Date:



                                     B-2-4

<PAGE>

                                                          ANNEX 2 TO EXHIBIT B-2


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

         The undersigned hereby certifies as follows to ______________________
(the "Transferor") and __________________________________________________, as
Certificate Registrar, with respect to the mortgage pass-through certificate
(the "Certificate") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Certificates (the "Transferee") or, if the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is an executive officer of the
investment adviser (the "Adviser").

         2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

         The Transferee owned and/or invested on a discretionary basis
$__________ in securities (other than the excluded securities referred to below)
as of the end of the Transferee's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).

         The Transferee is part of a Family of Investment Companies which owned
in the aggregate $___________________ in securities (other than the excluded
securities referred to below) as of the end of the Transferee's most recent
fiscal year (such amount being calculated in accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv)



                                     B-2-5

<PAGE>

repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps. For purposes of
determining the aggregate amount of securities owned and/or invested on a
discretionary basis by the Transferee, or owned by the Transferee's Family of
Investment Companies, the securities referred to in this paragraph were
excluded.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A.

         Will the Transferee be purchasing the Certificates only for the
Transferee's own account?

                Yes  [ ]            No   [ ]

         6. If the answer to the foregoing question is "no," then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

         7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.


                                       Print Name of Transferee or Adviser


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


                                       By:
                                          --------------------------------------
                                          Name
                                          Title

Date:


                                       IF AN ADVISER:

                                       Print Name of Transferee


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


Date:



                                     B-2-6

<PAGE>

                                                                     EXHIBIT C-1


            FORM OF TRANSFER AFFIDAVIT AND AGREEMENT FOR TRANSFERS OF
                           REMIC RESIDUAL CERTIFICATES

State of          )
                  ) ss
County of         )


         _______________________, being first duly sworn, deposes and says that:

         1. He/She is the _______________ of _______________ (the prospective
transferee (the "Transferee") of GMAC Commercial Mortgage Securities, Inc.,
Mortgage Pass-Through Certificates, Series 2001-C2, [Class R-I] [Class R-II]
[Class R-III], evidencing a     % Percentage Interest in such Class (the
"Residual Certificates"), a ___________ duly organized and validly existing
under the laws of ______________, on behalf of which he/she makes this
affidavit. All capitalized terms used but not otherwise defined herein 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 Transferee (i) is, and as of the date of transfer will be, a
"Permitted Transferee" and will endeavor to remain a "Permitted Transferee" for
so long as it holds the Residual Certificates, and (ii) is acquiring the
Residual Certificates for its own account. A "Permitted Transferee" is any
Person other than a "disqualified organization" or a possession of the United
States. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality, all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, an electing large partnership under Section 775 of the Code, any
rural electric or telephone cooperative, or any organization (other than certain
farmers' cooperatives) that is generally exempt from federal income tax unless
such organization is subject to the tax on unrelated business taxable income.

         3. The Transferee is aware (i) of the tax that would be imposed on
transfers of the Residual Certificates to "disqualified organizations" under the
Code that applies to all transfers of the Residual Certificates; (ii) that such
tax would be on the transferor (or, with respect to transfers to electing large
partnerships, on such partnership) or, if such transfer is through an agent
(which Person includes a broker, nominee or middleman) for a non-Permitted
Transferee, on the agent; (iii) that the Person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
Person (other than transfers with respect to electing large partnerships) an
affidavit that the transferee is a Permitted Transferee and, at the time of
transfer, such Person does not have actual knowledge that the affidavit is
false; and (iv) that the Residual Certificates may be a "noneconomic residual
interest" within the meaning of Treasury Regulation Section 1.860E-1(c) and that
the transferor of a "noneconomic residual interest" will remain liable for any
taxes due with respect to the income on such residual interest, unless no



                                     C-1-1

<PAGE>

significant purpose of the transfer is to enable the transferor to impede the
assessment or collection of tax.

         4. The Transferee is aware of the tax imposed on a "pass-through
entity" holding the Residual Certificates if at any time during the taxable year
of the pass-through entity a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

         5. The Transferee is aware that the Certificate Registrar will not
register any transfer of the Residual Certificates by the Transferee unless the
Transferee's transferee, or such transferee's agent, delivers to the Certificate
Registrar, among other things, an affidavit and agreement in substantially the
same form as this affidavit and agreement. The Transferee expressly agrees that
it will not consummate any such transfer if it knows or believes that any
representation contained in such affidavit and agreement is false.

         6. The Transferee consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Residual Certificate will only be
owned, directly or indirectly, by a Permitted Transferee.

         7. The Transferee's taxpayer identification number is ________________.

         8. The Transferee has reviewed the provisions of Section 5.02(d) of the
Pooling and Servicing Agreement, a description of which provisions is set forth
in the Residual Certificates (in particular, clause (ii)(A) of Section 5.02(d)
which authorizes the Trustee to deliver payments on the Residual Certificate to
a Person other than the Transferee and clause (ii)(B) of Section 5.02(d) which
authorizes the Trustee to negotiate a mandatory sale of the Residual
Certificates, in either case, in the event that the Transferee holds such
Residual Certificates in violation of Section 5.02(d)); and the Transferee
expressly agrees to be bound by and to comply with such provisions.

         9. No purpose of the Transferee relating to its purchase or any sale of
the Residual Certificates is or will be to impede the assessment or collection
of any tax.

         10. The Transferee hereby represents to and for the benefit of the
Transferor that the Transferee intends and reasonably expects to have the
ability to pay any taxes associated with holding the Residual Certificates as
they become due, fully understanding that it may incur tax liabilities in excess
of any cash flows generated by the Residual Certificates. Any financial
statements or other financial information provided by the transferee at the
request of the Transferor in connection with the transfer of the Residual
Certificates to permit the Transferor to assess the financial capability of the
Transferor to pay any such taxes is true and correct in all material respects.

         11. The Transferee will, in connection with any transfer that it makes
of the Residual Certificates, deliver to the Certificate Registrar a
representation letter substantially in the form of Exhibit C-2 to the Pooling
and Servicing Agreement. The Transferee hereby agrees that it will not make any
transfer of any Residual Certificate unless (i) the transfer is to an entity
which is a domestic C corporation (other than an exempt corporation, a regulated
investment company, a



                                     C-1-2

<PAGE>

real estate investment trust, a REMIC, or a cooperative organization to which
part I of Subchapter T of the Code applies) for federal income tax purposes, and
(ii) the transfer is in compliance with the conditions set forth in paragraph 3
of Exhibit C-2 of the Pooling and Servicing Agreement.

         12. The Transferee is a citizen or resident of the United States, a
corporation, a partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof (except, in the
case of a partnership, to the extent provided in Treasury regulations), an
estate whose income from sources without the United States is includible in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States, or
a trust for which a court within the United States is able to exercise primary
supervision over its administration and for which one or more United States
Persons have the authority to control all substantial decisions of the trust.

         13. The Transferee is not acquiring the Residual Certificates with
"plan assets" of any plan subject to Title I of ERISA or Section 4975 of the
Code.

         14. [The Transferee hereby represents to and for the benefit of the
Transferor that (i) at the time of the transfer, and at the close of each of the
Transferee's two fiscal years preceding the year of transfer, the Transferee's
gross assets for financial reporting purposes exceed $100 million and its net
assets for such purposes exceed $10 million (disregarding, for purposes of
determining gross or net assets, the obligation of any person related to the
Transferee within the meaning of section 860L(g) of the Code or any other asset
if a principal purpose for holding or acquiring that asset is to permit the
Transferee to satisfy this minimum gross asset or net asset requirement), (ii)
the Transferee is a domestic C corporation for United States federal income tax
purposes that is not an exempt corporation, a regulated investment company, a
real estate investment trust, a REMIC, or a cooperative organization to which
part I of subchapter T of the Code applies, (iii) there are no facts or
circumstances on or before the date of transfer (or anticipated transfer) which
would reasonably indicate that the taxes associated with the Residual
Certificates will not be paid, and (iv) the Transferee is not a foreign branch
of a domestic corporation, the transfer does not involve a transfer or
assignment to a foreign branch of a domestic corporation (or any other
arrangement by which any Residual Certificate is at any time subject to net tax
by a foreign country or U.S. possession), and the Transferee will not hereafter
engage in any such transfer or assignment (or any such arrangement).](1)




---------------------
(1)  Bracketed text may be used if the Transferee is relying on the "non-formula
safe harbor" currently available in Revenue Procedure 2001-12.



                                     C-1-3

<PAGE>


         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its __________ and its corporate seal to be hereunto attached, attested by its
[Assistant] Secretary, this ____ day of _________, ____.

                                           Very truly yours,

                                           Print Name of Transferee


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


                                           By:
                                              ----------------------------------
                                              Name
                                              Title

[Corporate Seal]

ATTEST:


-------------------------
[Assistant] Secretary

         Personally appeared before me the above-named _____________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _____________ of the Transferee, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Transferee.

         Subscribed and sworn before me this ________ day of _________________,
______.



                                     -------------------------------------------
                                                    NOTARY PUBLIC

                                     COUNTY OF ________________________________
                                     STATE OF  ________________________________

                                     My Commission expires the ________day of
                                     ____________, _____.




                                     C-1-4

<PAGE>

                                                                     EXHIBIT C-2

                  FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS
                         OF REMIC RESIDUAL CERTIFICATES

                                     [Date]



LaSalle Bank, National Association
135 North LaSalle Street
Suite 1625
Chicago, IL  60603

Attention:  Asset Backed Securities Trust Services,
            GMAC Mortgage Pass-Through Certificates Series 2001-C2

        Re:  GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
             Certificates, Series 2001-C1, (the "Certificates")

Dear Sirs:

         This letter is delivered to you in connection with the transfer by
               (the "Transferor") ____________ to (the "Transferee") of [Class
R-I] [Class R-II] [Class R-III] Certificates evidencing a _____% Percentage
Interest in such Class (the "Residual Certificates"). The Certificates,
including the Residual Certificates, were issued pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2001 (the "Pooling and Servicing
Agreement"), among GMAC Commercial Mortgage Securities, Inc., as Depositor, GMAC
Commercial Mortgage Corporation, as Master Servicer and Special Servicer,
LaSalle Bank, National Association, as Trustee and ABN AMRO, N.V., as Fiscal
Agent. All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:

         1. No purpose of the Transferor relating to the transfer of the
Residual Certificates by the Transferor to the Transferee is or will be to
impede the assessment or collection of any tax.

         2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement. The Transferor does not know or believe that any
representation contained therein is false.

         3. The Transferor at the time of this transfer has conducted a
reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Transferor has determined that the Transferee has
historically paid its debts as they became due and has found no significant
evidence to indicate that the Transferee will not continue to pay its debts as
they become due in the future, and either (A) has determined that the present
value of the anticipated tax liabilities associated with the holding of the
Residual Certificate does not exceed the sum of (1) the present value of



                                     C-2-1

<PAGE>

any consideration given to the Transferee to acquire the Certificate, (2) the
present value of the expected future distributions on the Certificate, and (3)
the present value of the anticipated tax savings associated with holding the
Certificate as the REMIC generates losses (having made such determination by (I)
assuming that the Transferee pays tax at a rate equal to the highest rate of tax
specified in Section 11(b)(1) of the Internal Revenue Code ("Code"), and (II)
utilizing a discount rate for present valuations equal to the applicable Federal
rate prescribed by Section 1274(d) of the Code compounded semi-annually (or a
lower discount rate based on the Transferee having demonstrated that it
regularly borrows, in the course of its trade or business, substantial funds at
such lower rate from unrelated third parties)), or (B) based on an adequate
review of the relevant facts and circumstances,(1) neither knows nor should know
that the Transferee would be unwilling or unable to pay any taxes due on its
share of the taxable income of the REMIC.

         4. The Transferor understands that the transfer of the Residual
Certificates may not be respected for United States income tax purposes (and the
Transferor may continue to be liable for United States income taxes associated
therewith) unless it complies with a current "safe harbor" with respect to such
transfer.

                                         Very truly yours,

                                         Print Name of Transferor


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




                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:


-----------------------
(1) If reliance is upon the "non-formula safe harbor" such review would include
all of the following: (I) at the time of the transfer, and at the close of each
of the Transferee's two fiscal years preceding the year of transfer, the
Transferee's gross assets for financial reporting purposes exceed $100 million
and its net assets for such purposes exceed $10 million (disregarding, for
purposes of determining gross or net assets, the obligation of any person
related to the Transferee within the meaning of section 860L(g) of the Code or
any other asset if a principal purpose for holding or acquiring that asset is
to permit the Transferee to satisfy this minimum gross asset or net asset
requirement), (II) the Transferee is a domestic C corporation for United States
federal income tax purposes that is not for such purposes an exempt
corporation, a regulated investment company, a real estate investment trust, a
REMIC, or a cooperative organization to which part I of subchapter T of the
Code applies, (III) there are no facts or circumstances on or before the date
of transfer (or anticipated) which would reasonably indicate that the taxes
associated with the Residual Certificates will not be paid, (IV) the Transferee
is not a foreign branch of a domestic corporation, and (V) the transfer does
not involve a transfer or assignment to a foreign branch of a domestic
corporation (or any other arrangement by which any Residual Certificate is at
any time subject to net tax by a foreign country or U.S. possession) and the
Transferee will not hereafter engage in any such transfer or assignment (or any
such arrangement). In addition, such "safe harbor" also requires that the
Transferor not know or have reason to know that the Transferee will not honor
the restrictions on subsequent transfers of any Residual Interest described in
paragraph 11 and 12 of the Transferee's Transfer Affidavit and Agreement.




                                     C-2-2

<PAGE>

                                                                       EXHIBIT D

                           FORM OF REQUEST FOR RELEASE



DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.

Pooling and Servicing Agreement Dated:

Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (indicate one)

                                   [ ] Mortgage Loan Prepaid in Full

                                   [ ] Mortgage Loan Repurchased or Sold

                                   [ ] Other (specify) _________________________

                                    ____________________________________________

                                    ____________________________________________

"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."


[GMAC COMMERCIAL MORTGAGE CORPORATION]

Authorized Signature

******************************************************************************

TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.



                                      D-1

<PAGE>


Enclosed Documents:      [ ] Promissory Note

                         [ ] Primary Insurance Policy

                         [ ] Mortgage or Deed of Trust

                         [ ] Assignment(s) of Mortgage or Deed of Trust

                         [ ] Title Insurance Policy

                         [ ] Other:


Name
Title
Date



                                      D-2

<PAGE>


                                                                       EXHIBIT E


                                 FORMS OF UCC-1



                                      E-1

<PAGE>


                     SCHEDULE 1 TO UCC-1 FINANCING STATEMENT

All right (including the power to convey title thereto), title and interest of
the Debtor as more particularly described on Exhibit A attached hereto:

              EXHIBIT A OF SCHEDULE 1 TO UCC-1 FINANCING STATEMENT

         All right (including the power to convey title thereto), title and
interest of the Debtor, including any security interest therein for the benefit
of the Debtor, in and to the Trust Fund created pursuant to the Pooling and
Servicing Agreement, dated as of July 1, 2001, among the Debtor as Depositor,
the Secured Party as Trustee,* ABN AMRO Bank, N.V. as Fiscal Agent, and GMAC
Commercial Mortgage Corporation as Master Servicer and Special Servicer with
respect to Mortgage Pass-Through Certificates, Series 2001-C2 (the "Pooling and
Servicing Agreement (Series 2001-C2)"), including:

         (1) the Mortgage Loans listed on the Mortgage Loan Schedule attached
hereto;

         (2) all principal and interest received or receivable with respect to
the Mortgage Loans (other than principal and interest payments due and payable
prior to the Cut-off Date and Principal Prepayments received prior to the
Cut-off Date);

         (3) all amounts held from time to time in the Certificate Account, the
Excess Liquidation Proceeds Account, the Interest Reserve Account, the REO
Account and the Distribution Account;

         (4) all of the Debtor's right, title and interest in and to the
proceeds of any title, hazard or other Insurance Policies related to such
Mortgage Loans;

         (5) any and all general intangibles (as defined in the Uniform
Commercial Code) consisting of, arising from or relating to any of the
foregoing; and

         (6) any and all income, payments, proceeds and products of any of the
foregoing.

         Capitalized terms used herein, but not defined, shall have the
respective meanings assigned to such terms in the Pooling and Servicing
Agreement (Series 2001-C2).

         THE DEBTOR AND THE SECURED PARTY INTEND THE TRANSACTIONS CONTEMPLATED
BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF THE INTEREST IN,
WITH RESPECT TO THE MORTGAGE LOANS, THE MORTGAGE NOTES, THE RELATED MORTGAGES
AND THE RELATED MORTGAGE FILES, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE NOTES
SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT AN
INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN
ANY APPLICABLE JURISDICTION, OR THAT A FILING IS NECESSARY TO PERFECT THE
SECURITY INTEREST OF THE SECURED PARTY, WITH RESPECT TO THE



                                      E-2

<PAGE>

MORTGAGE LOANS, IN ANY MORTGAGE NOTE, MORTGAGE OR DOCUMENT IN A MORTGAGE FILE.
WITH RESPECT TO THE FOREGOING, THIS FILING IS MADE ONLY IN THE EVENT OF CONTRARY
ASSERTIONS BY THIRD PARTIES.

         *Not in its individual capacity, but solely as Trustee for the benefit
of the Certificateholders pursuant to the Pooling and Servicing Agreement
(Series 2001-C2).




                                      E-3

<PAGE>


               MORTGAGE LOAN SCHEDULE TO UCC-1 FINANCING STATEMENT

                                 SEE SCHEDULE I




                                      E-4

<PAGE>


                                                                       EXHIBIT F

     METHODOLOGY TO NORMALIZE NET OPERATING INCOME AND DEBT SERVICE COVERAGE

o    GMAC Commercial Mortgage Corporation ("GMACCM") applies the methodology
     presented below to arrive at a servicer adjusted or "Normalized" Net
     Operating Income ("NOI"). The items described below highlight some of the
     major categories requiring adjustment. There may, however, be others, and
     GMACCM will use its market knowledge and discretion in making and
     sufficiently footnoting the necessary adjustments.

o    GMACCM chooses to use the actual management fee stated in the financial
     statement.

o    Where they are clearly identifiable, GMACCM will remove any capital expense
     from any above the line categories (such as extraordinary repairs and
     maintenance) and put them below the line in the capital expense comment
     section.

o    Replacement reserves, tenant improvement and leasing commission reserves
     will be treated as above the line expenses. A determination will be made
     whether there have been credits for the disbursements from a reserve and
     that expenses are not overstated due to exclusion of credits.

o    Property taxes should be the annual amount due, excluding any delinquent
     taxes or credits from prior years which would cause the number to be higher
     or lower. The amount for property taxes will be adjusted if the period
     under analysis is less than one year.

o    GMAC Commercial Mortgage will exclude non-recurring, extraordinary income.
     For example, a tax refund, lease buyout or income received for a period
     other than the year in question should be adjusted. If past due rent for a
     prior year was paid and recorded in the current year, GMACCM would back it
     out and footnote it accordingly. Care will be used when reflecting
     percentage/overage rents to ensure that it relates to the appropriate
     period and that the numbers are supported by tenant sales information.

o    GMAC Commercial Mortgage will remove any items not pertaining to the
     operation of the property such as, fees for closing the loan restructure, a
     distribution to owners or a charitable contribution.

o    When necessary, income and expenses will be analyzed by looking at
     variances by category. Unusual income and expense items will be researched.
     If there are significant variances, inquiries to the borrower will be made.
     Appropriate adjustments will be made and footnotes provided to clearly
     explain the situation.

o    The debt service should be an actual amount the borrower paid per the
     servicing records for the period associated with the operating statement.
     If GMACCM does not have a full year of payments, it will use the principal
     and interest constant in the case of a fixed rate




                                      F-1

<PAGE>

     loan and, in the case of an adjustable rate loan, will estimate a full year
     amount from the payment history information available.






                                      F-2

<PAGE>


                                                                       EXHIBIT G


                       FORM OF DISTRIBUTION DATE STATEMENT


Exhibit G exists in records maintained by the Servicer



                                      G-1

<PAGE>

                                                                       EXHIBIT H


                         FORM OF MASTER SERVICER REPORT


Exhibit H exists in records maintained by the Servicer.





                                      H-1

<PAGE>


                                                                       EXHIBIT I

                                 CERTAIN REPORTS


Exhibit I exists in records maintained by the Servicer.



                                      I-1

<PAGE>


                                                                       EXHIBIT J


                         FORM OF CMSA PERIODIC LOAN FILE


Exhibit J exists in records maintained by the Servicer.


                                      J-1

<PAGE>

                                                                       EXHIBIT K

                         FORM OF INVESTOR CERTIFICATION

                                     [Date]



LaSalle Bank National Association
135 South LaSalle Bank
Suite 1625
Chicago, Illinois  60603

Attention:  Asset Backed Securities Trust Services Group,
            GMAC Mortgage Pass-Through Certificates Series 2001-C2

         In accordance with Section 4.02 of the Pooling and Servicing Agreement,
dated as of July 1, 2001 (the "Agreement"), by and among GMAC Commercial
Mortgage Securities, Inc. as Depositor, GMAC Commercial Mortgage Corporation as
Master Servicer and Special Servicer, LaSalle Bank National Association, as
Trustee (the "Trustee") and ABN AMRO Bank N.V., as Fiscal Agent, with respect to
the GMAC Commercial Mortgage Securities, Inc. Mortgage Pass-Through
Certificates, Series 2001-C2 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

         (i) The undersigned is a beneficial owner or prospective purchaser of
the Class ___ Certificates.

         (ii) The undersigned is requesting a password pursuant to Section 4.02
of the Agreement for access to certain information (the "Information") on the
Trustee's website and/or is requesting the information identified on the
schedule attached hereto (also, the "Information") pursuant to Section 4.02 of
the Agreement.

         (iii) In consideration of the Trustee's disclosure to the undersigned
of the Information, or the password in connection therewith, the undersigned
will keep the Information confidential (except from such outside persons as are
assisting it in making an evaluation in connection with purchasing the related
Certificates, from its accountants and attorneys, and otherwise from such
governmental or banking authorities or agencies to which the undersigned is
subject), and such Information will not, without the prior written consent of
the Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.

         (iv) The undersigned will not use or disclose the Information in any
manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of
1934, as amended, or would require registration of any Certificate pursuant to
Section 5 of the Securities Act.




                                      K-1

<PAGE>

         (v) The undersigned shall be fully liable for any breach of this
agreement by itself or any of its Representatives and shall indemnify the
Depositor, the Trustee and the Trust Fund for any loss, liability or expense
incurred thereby with respect to any such breach by the undersigned or any of
its Representatives.

         Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Agreement.

         IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.


                                      ------------------------------------------
                                      Beneficial Owner or Prospective Purchaser



                                      By:
                                         ---------------------------------------
                                      Title:
                                            ------------------------------------




                                      K-2

<PAGE>

                                                                       EXHIBIT L


                        ADDITIONAL SERVICING FEE SCHEDULE


                                              DESIGNATED SUB      ADDITIONAL SUB
 LOAN NUMBER      PROPERTY NAME               SERVICING FEE       SERVICING FEE
 09-0001481      JTS Portfolio                    0.05%               0.02%
 09-0001434      Hong Kong Shopping Center        0.05%
 09-0001478      Conejo Apartments                0.05%
 09-0001496      Boulder Creek Apts.              0.06%
 09-0001468      Highflex Tech Center             0.07%
 09-0001463      Marketplace South                0.06%
 09-0001452      Valley Apartments                0.07%
 09-0001453      Kester Apartments                0.05%
 09-0001497      Otranto Plaza                    0.08%
 09-0001504      Magnolia Apartments              0.05%




                                      L-1

<PAGE>

                                                                       EXHIBIT M

                               CMSA FINANCIAL FILE

Exhibit M exists in records maintained by the Servicer.



                                      M-1

<PAGE>


                                                                       EXHIBIT N

                               CMSA PROPERTY FILE

Exhibit N exists in records maintained by the Servicer.


                                      N-1


<PAGE>

                                                                       EXHIBIT O

     FORM OF 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

From:    GMAC Commercial Mortgage Corporation, in its capacity as Master
         Servicer (the "Servicer") under the Pooling and Servicing Agreement
         dated as of July 1, 2001 (the "Pooling and Servicing Agreement"), among
         the Servicer, GMAC Commercial Mortgage Corporation, as Special
         Servicer, LaSalle Bank National Association, as Trustee and ABN AMRO
         Bank, N.V., as Fiscal Agent.

Date:    _____________________, 20__.

Re:      GMAC Commercial Mortgage Securities, Inc., Mortgage Pass-Through
         Certificates Series 2001-C2

         Mortgage Loan (the "Mortgage Loan") identified by loan number ________
         on the Mortgage Loan Schedule attached to the Pooling and Servicing
         Agreement and heretofore secured by the Mortgaged Properties identified
         on the Mortgage Loan Schedule by the following names:

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

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

         Reference is made to the Pooling and Servicing Agreement described
above. Capitalized terms used but not defined herein have the meanings assigned
to such terms in the Pooling and Servicing Agreement.

         As Servicer under the Pooling and Servicing Agreement, we hereby:

                  (1) Notify you that the Mortgagor has consummated a defeasance
of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:

                  _____ a full defeasance of the payments scheduled to be due in
                        respect of the entire principal balance of the Mortgage
                        Loan; or

                  _____ a partial defeasance of the payments scheduled to be due
                        in respect of a portion of the principal balance of the
                        Mortgage Loan that represents ____% of the entire
                        principal balance of the Mortgage Loan and, under the
                        Mortgage, has an allocated loan amount of $__________ or
                        ____% of the entire principal balance.



                                      O-1

<PAGE>

                  (2) Certify that each of the following is true, subject to
those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Servicer has determined, consistent with the Servicing Standard,
will have no material adverse effect on the Mortgage Loan or the defeasance
transaction:

                      a. The Mortgage Loan documents permit the defeasance, and
the terms and conditions for defeasance specified therein were satisfied in all
material respects in completing the defeasance.

                      b. The defeasance was consummated on ____________, 20__.

                      c. The defeasance collateral consists of securities that
(i) constitute "government securities" as defined in Section 2(a)(16) of the
Investment Company Act of 1940, as amended (15 U.S.C. 80a-1), (ii) are listed as
"Qualified Investments for `AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash
Flow Approach" in Standard & Poor's Public Finance Criteria 2000, as amended to
the date of the defeasance, (iii) are rated "AAA" by Standard & Poor's, (iv) if
they include a principal obligation, the principal due at maturity cannot vary
or change, and (v) are not subject to prepayment, call or early redemption. Such
securities have the characteristics set forth below.

              CUSIP       RATE      MAT       PAY DATES      ISSUED
              -----       ----      ---       ---------      ------


                      d. The Servicer received an opinion of counsel (from
counsel approved by Servicer in accordance with the Servicing Standard) that the
defeasance will not result in an adverse REMIC Event.

                      e. The Servicer determined that the defeasance collateral
will be owned by an entity (the "Defeasance Obligor") as to which one of the
statements checked below is true:

               _____  the related Mortgagor was a Single-Purpose Entity (as
                      defined in Standard & Poor's Structured Finance Ratings
                      Real Estate Finance Criteria, as amended to the date of
                      the defeasance (the "S&P Criteria")) as of the date of the
                      defeasance, and after the defeasance owns no assets other
                      than the defeasance collateral and real property securing
                      Mortgage Loans included in the pool;

               _____  the related Mortgagor designated a Single-Purpose Entity
                      (as defined in the S&P Criteria) to own the defeasance
                      collateral; or

               _____  the Servicer designated a Single-Purpose Entity (as
                      defined in the S&P Criteria) established for the benefit
                      of the Trust to own the defeasance collateral.



                                      O-2

<PAGE>

                      f. The Servicer received a broker or similar confirmation
of the credit, or the accountant's letter described below contained statements
that it reviewed a broker or similar confirmation of the credit, of the
defeasance collateral to an Eligible Account (as defined in the S&P Criteria) in
the name of the Defeasance Obligor, which account is maintained as a securities
account by the Trustee acting as a securities intermediary.

                      g. As securities intermediary, Trustee is obligated to
make the scheduled payments on the Mortgage Loan from the proceeds of the
defeasance collateral directly to the Servicer's collection account in the
amounts and on the dates specified in the Mortgage Loan Documents or, in a
partial defeasance, the portion of such scheduled payments attributed to the
allocated loan amount for the real property defeased, increased by any
defeasance premium specified in the Mortgage Loan Documents (the "Scheduled
Payments").

                      h. The Servicer received from the Mortgagor written
confirmation from a firm of independent certified public accountants, who were
approved by Servicer in accordance with the Servicing Standard, stating that (i)
revenues from principal and interest payments made on the defeasance collateral
(without taking into account any earnings on reinvestment of such revenues) will
be sufficient to timely pay each of the Scheduled Payments after the defeasance
including the payment in full of the Mortgage Loan (or the allocated portion
thereof in connection with a partial defeasance) on its Maturity Date (or, in
the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues
received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, and (iii)
interest income from the defeasance collateral to the Defeasance Obligor in any
calendar or fiscal year will not exceed such Defeasance Obligor's interest
expense for the Mortgage Loan (or the allocated portion thereof in a partial
defeasance) for such year.

                      i. The Servicer received opinions from counsel, who were
approved by Servicer in accordance with the Servicing Standard, that (i) the
agreements executed by the Mortgagor and/or the Defeasance Obligor in connection
with the defeasance are enforceable against them in accordance with their terms,
and (ii) the Trustee will have a perfected, first priority security interest in
the defeasance collateral described above.

                      j. The agreements executed in connection with the
defeasance (i) permit reinvestment of proceeds of the defeasance collateral only
in Permitted Investments (as defined in the S&P Criteria), (ii) permit release
of surplus defeasance collateral and earnings on reinvestment to the Defeasance
Obligor or the Mortgagor only after the Mortgage Loan has been paid in full, if
any such release is permitted, (iii) prohibit any subordinate liens against the
defeasance collateral, and (iv) provide for payment from sources other than the
defeasance collateral or other assets of the Defeasance Obligor of all fees and
expenses of the securities intermediary for administering the defeasance and the
securities account and all fees and expenses of maintaining the existence of the
Defeasance Obligor.

                      k. The entire principal balance of the Mortgage Loan as of
the date of defeasance was $________ [$5,000,000 or less or less than one
percent of pool balance, whichever is less] which is less than 1% of the
aggregate Certificate Principal Balance of the Certificates as of the date of
the most recent Distribution Date Statement received by us (the "Current
Report").



                                      O-3

<PAGE>

                      l. The defeasance described herein, together with all
prior and simultaneous defeasances of Mortgage Loans, brings the total of all
fully and partially defeased Mortgage Loans to $___________, which is ____% of
the aggregate Certificate Principal Balance of the Certificates as of the date
of the Current Report.

                  (3) Certify that, in addition to the foregoing, Servicer has
imposed such additional conditions to the defeasance, subject to the limitations
imposed by the Mortgage Loan documents, as are consistent with the Servicing
Standard.

                  (4) Certify that Exhibit B hereto is a list of the material
agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in
connection with the defeasance described above and that originals or copies of
such agreements, instruments and opinions have been transmitted to the Trustee
for placement in the related Mortgage File or, to the extent not required to be
part of the related Mortgage File, are in the possession of the Servicer as part
of the Servicer's Mortgage File.

                  (5) Certify and confirm that the determinations and
certifications described above were rendered in accordance with the Servicing
Standard set forth in, and the other applicable terms and conditions of, the
Pooling and Servicing Agreement.

                  (6) Certify that the individual under whose hand the Servicer
has caused this Notice and Certification to be executed did constitute a
Servicing Officer as of the date of the defeasance described above.

                  (7) Agree to provide copies of all items listed in Exhibit B
to you upon request.




                                      O-4

<PAGE>


                  IN WITNESS WHEREOF, the Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                        GMAC COMMERCIAL MORTGAGE
                                        CORPORATION


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:




                                      O-5

<PAGE>


                                                                       EXHIBIT P

                               SERVICER WATCH LIST

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                      CATEGORY                                     CODE    REMOVAL FROM THE WATCH LIST
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>     <C>
DSCR/NOI                                                            2
------------------------------------------------------------------------------------------------------------------------------------
A mortgage loan that has a then current debt service                2A     Debt service coverage ratio is greater than 1.10x for two
coverage ratio that is less than 1.10x, other than a                       consecutive calendar quarters.
CTL loan.
------------------------------------------------------------------------------------------------------------------------------------
Mortgage loan for which NOI for the most recent 12                  2B     NOI greater than underwritten NOI.
month period has fallen 25% or more below underwritten
NOI.
------------------------------------------------------------------------------------------------------------------------------------
OCCUPANCY                                                           4
------------------------------------------------------------------------------------------------------------------------------------
Except for hotel properties, the occupancy rate or the              4A     Occupancy, EGI or Rev Par, as applicable, over a 12-month
effective gross income ("EGI") of the related mortgaged                    period are greater than 85% of the underwritten
property over a trailing 12-month period (or trailing two                  occupancy,  EGI or Rev Par.
calendar quarter during the first year after origination)
is 15% less than underwritten EGI or occupancy
(multiplicative basis). In the case of a hotel property,
the average daily occupancy rate or the Rev Par over a
trailing 12-month period is 15% less than underwritten
occupancy.
------------------------------------------------------------------------------------------------------------------------------------
Any of the three largest tenants leases, representing 25%           4B     The tenant space(s) represented by the any of the three
or more of the aggregate net rentable area ("NRA") or                      largest tenants, representing 25% or more of the NRA or
leases representing 20% or more of the total revenue from                  leases representing 20% or more of the total revenue from
the related property in the current year have expired,                     the related property have been renewed and the tenant(s)
been terminated, are in default, are dark, will expire in                  are in place, open for business and paying rent.
the next three months (without being replaced by one or
more comparable tenants and leases), are the subject of
bankruptcy or similar proceedings or the servicer has
received written notice of the tenant's intent to vacate
the mortgaged property.
------------------------------------------------------------------------------------------------------------------------------------
DELINQUENCY/DEFAULT                                                 1
------------------------------------------------------------------------------------------------------------------------------------
Mortgage loan is 30 days or more delinquent.                        1A     Mortgage loan is no longer delinquent.
------------------------------------------------------------------------------------------------------------------------------------
Mortgage loan is late (30 days or more) in making its               1B     Mortgagor has made three consecutive payments.
scheduled monthly payment three or more times in the
preceding twelve months.
------------------------------------------------------------------------------------------------------------------------------------
Borrower is delinquent in the payment of taxes, and                 1D     Taxes are paid in full.
servicer has made an advance of such amounts pursuant to
the pooling agreement.
------------------------------------------------------------------------------------------------------------------------------------
PROPERTY                                                            5
------------------------------------------------------------------------------------------------------------------------------------
Servicer has knowledge of material deferred maintenance,            5A     Cure deferred maintenance, damage or waste.
material damage or waste at the related mortgaged property
(other than as have been escrowed at closing)
------------------------------------------------------------------------------------------------------------------------------------
Mortgage loan as to which any required inspection of the            5B     Cure problem indicated by the servicer.
related mortgaged property conducted by or on behalf of
the servicer indicates a problem that the servicer
determines can reasonably be expected to materially and
adversely affect the cash flow generated by such mortgaged
property.
------------------------------------------------------------------------------------------------------------------------------------
Material non-completion of repairs within specified time            5C     Completion of repair
frames as required at the time of the origination of the
mortgage loan for mortgage loans with escrows of at least
the lesser of (i) 5% of the loan balance or (ii) $100,000.

------------------------------------------------------------------------------------------------------------------------------------
BORROWER                                                            6
------------------------------------------------------------------------------------------------------------------------------------
Mortgagor does not allow access to the applicable                   6B     Site inspection is completed.
property for its required site inspection.
------------------------------------------------------------------------------------------------------------------------------------
Ground Lease                                                        3
------------------------------------------------------------------------------------------------------------------------------------
Ground lease default has occurred or ground lease                   3A     Cure ground lease default or exercise option/sign new
expiration will occur within six months to the extent the                  ground lease.
Master Servicer has knowledge of any such default or
expiration.
------------------------------------------------------------------------------------------------------------------------------------
RESERVES
------------------------------------------------------------------------------------------------------------------------------------
Servicer has made an unplanned draw on any letter of                7A     Mortgagor has made three consecutive payments.
credit securing such mortgage loan to pay debt service on
such mortgage loan, unless such loan is an Additional
Collateral Loan. Watch list explanation will include a
brief description of the circumstances that in the
servicer's good faith judgment entitled servicer to make
such draw.
------------------------------------------------------------------------------------------------------------------------------------
The establishment of a reserve, letter of credit or a               7B     Cure of the event that required action under the mortgage
lockbox for a mortgage loan after the closing date, other                  loan documents, satisfying such mortgage loan provisions,
than anticipated escrows pursuant to the mortgage loan                     or after six consecutive monthly payments
documents.
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Servicer shall identify which trigger(s) has/have been satisfied and the
date the loan was added to the watch list.

A file format will also be provided at a later date for the reporting of watch
list items.




                                      P-1

<PAGE>

                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

<TABLE>
<CAPTION>
LOAN NUMBER                LOAN NAME                              ADDRESS                        CITY                    STATE
------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>                                        <C>                               <C>                      <C>
30784           Lichtenstein Pennsylvania
                Office Portfolio
                                                                                             South Whitehall
30784-A         Winchester Corporate Center                3435 Winchester Road              Township                 Pennsylvania
30784-B         Winchester Plaza                                                             South Whitehall
                Corporate Center II                        1550 Pond Road                    Township                 Pennsylvania
30784-C         Executive Park Center                      2001 State Hill Road              Wyomissing               Pennsylvania
30784-D         Hillside Corporate Center                  5001 Louise Drive                 Mechanicsburg            Pennsylvania
------------------------------------------------------------------------------------------------------------------------------------
30368           Corporate Woods Office Building            111-125 Corporate                 Earth City               Missouri
                                                           Office Drive
DBM14826        Fig Garden Village                         5082 North Palm Avenue            Fresno                   California
09-0001502      Presidential Market Center                 1905 Scenic Highway               Snellville               Georgia
DBM15390        Clarity Building                           100 North Crescent Drive          Beverly Hills            California
------------------------------------------------------------------------------------------------------------------------------------
09-0001495      Club Apartments Portfolio
09-0001495-A    Admiral Club Apartments                    41 Fairway Road                   Newark                   Delaware
09-0001495-B    Harbor Club Apartments                     26 Cheswold Boulevard             Newark                   Delaware
09-0001481      JTS Portfolio
09-0001481-A    Corporate Atrium (JTS Portfolio)           5555 Hilton Avenue                Baton Rouge              Louisiana
09-0001481-B    Acadian Center (JTS Portfolio)             2431 South Acadian Thruway        Baton Rouge              Louisiana
                                                           4314-4354 Sherwood
09-0001481-C    Sherwood Oaks (JTS Portfolio)              Forest Boulevard                  Baton Rouge              Louisiana
------------------------------------------------------------------------------------------------------------------------------------
31509           Princeton Park Corporate Center            1100 Cornwall Road                South Brunswick          New Jersey
09-0001465      Rancho San Diego Town Center               2879-2991 Jamacha Road            Rancho San Diego         California
DBM14634        Radisson Riverwalk                         1515 Prudential Drive             Jacksonville             Florida
09-0001434      Hong Kong Shopping Center                  11205 Bellaire Boulevard          Houston                  Texas
09-0001509      400 Horsham Road                           400 Horsham Road                  Horsham                  Pennsylvania
------------------------------------------------------------------------------------------------------------------------------------
29658           Courtyard by Marriott                      1480 Falcon Drive                 Milpitas                 California
                                                           2501 and 3000
28368           Grapevine Mills                            Grapevine Mills Parkway           Grapevine                Texas
09-0001469      Highlands Ranch Village Center -
                Phase II                                   9579 S. University Boulevard      Highlands Ranch          Colorado
09-0001466      Stoney Falls Apartments                    2020 Armstrong Mill Road          Lexington                Kentucky
------------------------------------------------------------------------------------------------------------------------------------
29885           Demco Portfolio
29885-A         Demco 32                                   46201 Five Mile Road              Plymouth Township        Michigan
29885-B         Demco 36                                   46247 Five Mile Road              Plymouth Township        Michigan
29885-C         Demco 37                                   46333 Five Mile Road              Plymouth Township        Michigan
------------------------------------------------------------------------------------------------------------------------------------
DBM15265        Ridley Shopping Center                     124 Morton Avenue                 Folsom                   Pennsylvania
09-0001505      River Oak Apartments                       2400 Mellwood Avenue              Louisville               Kentucky
DBM15402        Plaza Continental                          3700 Inland Empire Boulevard      Ontario                  California
09-0001478      Conejo Apartments                          5060 West Hacienda Avenue         Las Vegas                Nevada
------------------------------------------------------------------------------------------------------------------------------------
30783           Lichtenstein Florida Portfolio
30783-A         8539 Western Way                           8539 Western Way                  Jacksonville             Florida
30783-B         6600-6660 Suemac Place                     6600-6660 Suemac Place            Jacksonville             Florida
30783-C         6800-6850 Suemac Place                     6800-6850 Suemac Place            Jacksonville             Florida
30783-D         8540 Bay Center Road                       8540 Bay Center Road              Jacksonville             Florida
30783-E         8011-8031 Phillips Highway                 8011-8031 Phillips Highway        Jacksonville             Florida
------------------------------------------------------------------------------------------------------------------------------------
09-0001459      Ballinger Village                          20240 Ballinger Way NE            Seattle                  Washington
09-0001451      Hampton Garden Apartments                  9750 Peace Way                    Las Vegas                Nevada
29740           GMC Portfolio
29740-A         Northwood Apartments                       1601 Dunn Avenue                  Jacksonville             Florida
29740-B         Heather Ridge Apartments                   6200 Barnes Road                  Jacksonville             Florida
29740-C         Jennifer Green Apartments                  741 Park Avenue                   Orange Park              Florida
------------------------------------------------------------------------------------------------------------------------------------
30880           Harbor Park Apartments                     3429 Evergreen Circle             West Sacramento          California
09-0001470      Manchester Oaks Apartments                 1576 King Edward Court            Palatine                 Illinois
09-0001461      Carlson Bay Apartments                     3500 Carlson Bay Circle           Fayetteville             North Carolina
30811           Lichtenstein Maryland Portfolio
30811-A         Citation Road Industrial Bldg.             8801 Citation Road                Rossville                Maryland
30811-B         Beaver Court Industrial Building           One Beaver Court                  Hunt Valley              Maryland
------------------------------------------------------------------------------------------------------------------------------------
09-0001503      The Marketplace                            5400 North Croatan Highway        Town of Southern Shores  North Carolina
                Shopping Center
09-0001492      River Place Apartments                     4501 Old Caldwell Mill Road       Birmingham               Alabama
29410           Rose Garden Apartments                     829 Greewood Avenue               Brooklyn                 New York
09-0001496      Boulder Creek Apartments                   1080 Pleasant View Road           Madison                  Wisconsin
09-0001468      Highflex Technology Center                 12708 Riata Vista Circle          Austin                   Texas
------------------------------------------------------------------------------------------------------------------------------------
30495           Park Pavilion Shopping Center              2001 Coit Road                    Plano                    Texas
09-0001467      Stoney Brooke Apartments                   175 N. Mount Tabor Road           Lexington                Kentucky
                                                           514 Butler Road and
31563           1000 Lucas Way                             1000 Lucas Way                    Hampton                  Virginia
09-0001472      711 West Bay Area Blvd                     711 West Bay Area Boulevard       Webster                  Texas
29595           Fairfield Inn by Marriott                  850 Route 120                     East Rutherford          New Jersey
------------------------------------------------------------------------------------------------------------------------------------
09-0001477      Chelsea Apartments                         4630 Collier Road                 Beaumont                 Texas
09-0001479      Farnham Park Apartments                    3333 Turtle Creek Drive           Port Arthur              Texas
DBM14146        Brookshire Building                        11411 Brookshire Avenue           Downey                   California
30815           Cardinal Square and
                Autumn Cove
30815-A         Autumn Cove Apartments                     3190 Eastex Freeway               Beaumont                 Texas
30815-B         Cardinal Square Apartments                 1280 Saxe Street                  Beaumont                 Texas
------------------------------------------------------------------------------------------------------------------------------------
09-0001471      Fairmont Village                           7001 Route 309                    Upper Saucon Township    Pennsylvania
28644           Center Point Shopping Center               1671-1691 Center Point Parkway    Birmingham               Alabama
31988           Riverside Warehouse                        5200 Coffee Drive                 New Orleans              Louisiana
28478           Plymouth Green Office Park                 920-930 Germantown Pike           Plymouth Meeting         Pennsylvania
09-0001487      Seaway Corporate Park                      6600 Merrill Creek Parkway        Everett                  Washington
------------------------------------------------------------------------------------------------------------------------------------
29508           145 Wyckoff Road                           145 Wyckoff Road                  Eatontown                New Jersey
31163           The Highland Oaks Apartments               1019 Friendship Lane              Fredericksburg           Texas
09-0001458      Mesa Village Mobile
                Home Park                                  2701 East Allred Avenue           Mesa                     Arizona
DBM16001        Charlestonwood East
                Apartments                                 2900 East Charleston Boulevard    Las Vegas                Nevada
                                                           7820-8055 Penn Randal Place &
09-0001493      Penn Portfolio                             7960-7970 Penn Western Court      Forestville              Maryland
------------------------------------------------------------------------------------------------------------------------------------
DBM15129        9500 Arena Drive                           9500 Arena Drive                  Largo                    Maryland
31429           Courtyard by Marriott
                (Harlingen)                                1725 West Filmore Avenue          Harlingen                Texas
09-0001463      Marketplace South
                Shopping Center                            325 and 375 Milwaukee Avenue      Vernon Hills             Illinois
09-0001456      Station Place Office Building              200 South Meridian Street         Indianapolis             Indiana
DBM16017        Birches at Countryside                     6939 Dusty Trail Lane             Memphis                  Tennessee
------------------------------------------------------------------------------------------------------------------------------------
09-0001450      Ashewood Apartments                        100 Ashewood Circle               Asheboro                 North Carolina
30314           Silas Deane Highway Portfolio
30314-A         1155 Silas Deane Highway                   1155 Silas Deane Highway          Wethersfield             Connecticut
30314-B         1177-1185 Silas
                Deane Highway                              1177-1185 Silas Deane Highway     Wethersfield             Connecticut
30314-C         1151, 1199 & 1221                          1151, 1199 & 1221
                Silas Deane Highway                        Silas Deane Highway               Wethersfield             Connecticut
------------------------------------------------------------------------------------------------------------------------------------
DBM15285        Allstate and
                5100 Professional Buildings
DBM15285-A      Allstate Building                          5297 W. Copans Road               Margate                  Florida
DBM15285-B      5100 Professional Building                 5100 W. Copans Road               Margate                  Florida
09-0001452      Valley Apartments                          230 North Valley Street           Burbank                  California
09-0001464      Shoppes at Parker Commons                  2701-2787 South Parker Road       Aurora                   Colorado
------------------------------------------------------------------------------------------------------------------------------------
30468           Arlington Plaza                            1515 South Cooper Street          Arlington                Texas
DBM16016        Turtle Creek Apartments                    11910 White Bluff Road            Savanah                  Georgia
31319           Pecan Plaza                                2813-2899 Dulles Avenue           Missouri City            Texas
DBM14884        115 Christopher
                Columbus Drive                             115 Christopher Columbus Drive    Jersey City              New Jersey
30245           Fountainbleu Apartments                    3325 East Texas Street            Bossier City             Louisiana
------------------------------------------------------------------------------------------------------------------------------------
991091658       Franklin Plaza                             166-206 New Hyde Park Road        Hempstead                New York
991091629       Springfield Boulevard Retail               6154-6158 Springfield Boulevard   Bayside                  New York
09-0001453      Kester Apartments                          5057 & 5061 Kester Avenue         Shermon Oaks             California
09-0001497      Otranto Plaza                              8780 Rivers Avenue                North Charleston         South Carolina
09-0001494      Huntington Point
                Office Complex                             1077 & 1079 Bridgeport Avenue     Shelton                  Connecticut
------------------------------------------------------------------------------------------------------------------------------------
09-0001454      Standley Lake Marketplace -                8461-8531 Church Ranch Blvd. &    Westminster              Colorado
                Phase II                                   10128 North Wadsworth Parkway
DBM15117        60 Pompton Avenue                          60 Pompton Avenue                 Verona                   New Jersey
30139           Holiday Inn Express (Prescott)             3454 Ranch Drive                  Prescott                 Arizona
09-0001501      Aero Business Park                         2601 Aero Drive                   Grand Prairie            Texas
09-0001499      One Ridgewood Place                        400 Boot Road                     Dowingtown               Pennsylvania
------------------------------------------------------------------------------------------------------------------------------------
09-0001491      University Court Center                    416 McCullough Drive              Charlotte                North Carolina
31176           Hunter's Pointe Apartments                 900 Todhunter Avenue              West Sacramento          California
09-0001457      Thomasville Furniture
                Showroom                                   2970 Highway 150                  Hoover                   Alabama
                                                           18419, 18425 & 18437
09-0001484      Morgan Hill Ranch Buildings                Technology Drive                  Morgan Hill              California
09-0001500      Corporate Business Park                    2100 Great Southwest Parkway      Grand Prairie            Texas
------------------------------------------------------------------------------------------------------------------------------------
31485           Casita Villa Apartments                    6925 47th Avenue NE               Marysville               Washington
31101           Southlake Retail Center                    1311 Mount Zion Road              Morrow                   Georgia
09-0001504      Magnolia Apartments                        14805 Magnolia Boulevard          Sherman Oaks             California
31816           Penzel Apartments                          87-89 South State Road            Upper Darby Township     Pennsylvania
31046           Danville Apartments                        2730 Townway Road                 Danville                 Illinois
------------------------------------------------------------------------------------------------------------------------------------
30113           Stimson Plaza Shopping Center              16018-06052 Gale Avenue           Hacienda Heights         California
DBM15992        Jackson Manor Apartments                   3000 Webb Avenue                  Greenville               Texas
30965           Somerset Apartments                        1144 Redman Avenue                Mesquite                 Texas
31062           1764 North Congress Avenue                 1764 North Congress Avenue        West Palm Beach          Florida
31349           Rice Creek Plaza                           2074-2160 Silver Lake Road        New Brighton             Minnesota
------------------------------------------------------------------------------------------------------------------------------------
28919           Sharon Glyn Village                        914 Sharon Valley Road            Newark                   Ohio
                Apartments
30753           10 Beaverson Boulevard                     10 Beaverson Boulevard            Brick                    New Jersey
31011           Allenhurst Apartments                      1025 Military Parkway             Mesquite                 Texas
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                                                                                    REMAINING
                      ZIP        INTEREST                  ORIGINAL           CUT-OFF DATE            TERM TO       MATURITY DATE
LOAN NUMBER          CODE        RATE (%)  RATE TYPE      BALANCE ($)          BALANCE ($)        MATURITY (MOS.)       OR ARD
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>         <C>         <C>          <C>                  <C>                     <C>            <C>
30784                            7.67000     Fixed        33,000,000           32,879,923              115            02/05/2011
30784-A              18104
30784-B              18104
30784-C              19610
30784-D              17011
------------------------------------------------------------------------------------------------------------------------------------
30368                63045       7.64000     Fixed         32,250,000           32,226,729             119            06/05/2011
DBM14826             93704       7.25000     Fixed         30,000,000           29,935,440             117            04/01/2031
09-0001502           30078       7.65000     Fixed         28,000,000           27,979,836             119            06/01/2011
DBM15390             90210       7.15000     Fixed         28,000,000           27,960,900             118            05/01/2011
------------------------------------------------------------------------------------------------------------------------------------
09-0001495                       7.05000     Fixed         26,250,000           26,212,435             118            05/01/2011
09-0001495-A         19711
09-0001495-B         19713
09-0001481                       7.47000     Fixed         22,000,000           21,955,006             117            04/01/2011
09-0001481-A         70808
09-0001481-B         70808
09-0001481-C         70816
------------------------------------------------------------------------------------------------------------------------------------
31509                08852       7.88000     Fixed         19,500,000           19,486,594             119            06/05/2011
09-0001465           91978       7.26000     Fixed         17,000,000           16,976,898             118            05/01/2011
DBM14634             32207       8.00000     Fixed         17,000,000           16,967,933             118            05/01/2026
09-0001434           77072       7.75000     Fixed         16,750,000           16,681,530             114            01/01/2011
09-0001509           19044       7.91000     Fixed         16,410,000           16,398,786             119            06/01/2011
------------------------------------------------------------------------------------------------------------------------------------
29658                95035       8.00000     Fixed         16,000,000           15,900,921             114            01/01/2026
28368                76051       8.39000     Fixed         14,500,000           14,433,247              88            11/05/2008
09-0001469           80126       7.44000     Fixed         12,750,000           12,735,326             119            06/01/2011
09-0001466           40515       7.00000     Fixed         12,320,000           12,291,935              57            04/01/2006
------------------------------------------------------------------------------------------------------------------------------------
29885                            7.19000     Fixed         12,300,000           12,290,290             119            06/05/2011
29885-A              48170
29885-B              48170
29885-C              48170
------------------------------------------------------------------------------------------------------------------------------------
DBM15265             19033       7.50000     Fixed         12,000,000           11,937,314             190            05/01/2017
09-0001505           40206       7.62000     Fixed         11,540,000           11,531,639             119            06/01/2011
DBM15402             91764       7.65000     Fixed         11,500,000           11,491,718             119            06/01/2011
09-0001478           89118       7.22000     Fixed         11,500,000           11,490,975             119            06/01/2011
------------------------------------------------------------------------------------------------------------------------------------
30783                            7.68000     Fixed         11,500,000           11,485,953             118            05/05/2011
30783-A              32256
30783-B              32254
30783-C              32254
30783-D              32256
30783-E              32256
------------------------------------------------------------------------------------------------------------------------------------
09-0001459           98015       7.52000     Fixed         11,450,000           11,426,855             117            04/01/2011
09-0001451           89147       7.14000     Fixed         10,775,000           10,751,221             117            04/01/2011
29740                            8.09000     Fixed         10,000,000           10,000,000             113            12/05/2010
29740-A              33218
29740-B              33216
29740-C              32073
------------------------------------------------------------------------------------------------------------------------------------
30880                95691       7.38000     Fixed          10,000,000           9,955,738             114            01/05/2011
09-0001470           60067       7.15000     Fixed           9,225,000           9,204,688              57            04/01/2006
09-0001461           28314       6.87000     Fixed           8,600,000           8,587,145             118            05/01/2011
30811                            7.75000     Fixed           8,550,000           8,515,049             114            01/05/2011
30811-A              21221
30811-B              21030
------------------------------------------------------------------------------------------------------------------------------------
09-0001503           27949       7.89000     Fixed           8,300,000           8,294,305             119            06/01/2011
09-0001492           35242       7.20000     Fixed           8,280,000           8,261,976             117            04/01/2011
29410                11218       7.91000     Fixed           8,000,000           7,994,533             119            06/05/2011
09-0001496           53562       6.76000     Fixed           8,000,000           7,993,126             119            06/01/2011
09-0001468           78727       7.65000     Fixed           7,841,000           7,825,627             117            04/01/2011
------------------------------------------------------------------------------------------------------------------------------------
30495                75075       7.60000     Fixed           7,800,000           7,784,526             117            04/05/2011
09-0001467           40509       7.05000     Fixed           7,640,000           7,622,791              57            04/01/2006
31563                23666       7.30000     Fixed           7,600,000           7,583,832             117            04/05/2011
09-0001472           77598       7.32000     Fixed           7,250,000           7,234,647             117            04/01/2011
29595                07073       7.50000     Fixed           7,250,000           7,226,570             117            04/01/2011
------------------------------------------------------------------------------------------------------------------------------------
09-0001477           77706       6.98000     Fixed           7,125,000           7,125,000             118            05/01/2011
09-0001479           77642       6.98000     Fixed           6,960,000           6,960,000             118            05/01/2011
DBM14146             90241       7.95000     Fixed           6,080,000           6,059,079             115            02/01/2011
30815                            7.45000     Fixed           5,812,000           5,786,657             114            01/05/2011
30815-A              77703
30815-B              77705
------------------------------------------------------------------------------------------------------------------------------------
09-0001471           18036       7.61000     Fixed           5,750,000           5,742,848             118            05/01/2011
28644                35215       7.80000     Fixed           5,680,000           5,673,276             118            05/05/2011
31988                70115       7.50000     Fixed           5,600,000           5,584,376             118            05/05/2011
28478                19462       8.18000     Fixed           5,600,000           5,566,585             110            09/05/2010
09-0001487           98203       7.55000     Fixed           5,500,000           5,495,959             119            06/01/2011
------------------------------------------------------------------------------------------------------------------------------------
29508                07724       7.80000     Fixed           5,250,000           5,243,785             118            05/05/2011
31163                78624       7.34000     Fixed           5,240,000           5,233,020             118            05/05/2011
09-0001458           85204       7.45000     Fixed           5,160,000           5,146,544             116            03/01/2011
DBM16001             89104       7.35000     Fixed           5,060,000           5,053,277             118            05/01/2011
09-0001493           20772       7.70000     Fixed           5,000,000           4,993,924             118            05/01/2011
------------------------------------------------------------------------------------------------------------------------------------
DBM15129             20774       7.30000     Fixed           4,970,000           4,963,313             118            05/01/2011
31429                78552       8.50000     Fixed           4,850,000           4,845,301             119            06/01/2011
09-0001463           60061       7.85000     Fixed           4,830,000           4,820,971             129            04/01/2012
09-0001456           46225       7.73000     Fixed           4,700,000           4,688,592             116            03/01/2011
DBM16017             38133       7.22000     Fixed           4,500,000           4,496,469             119            06/01/2011
------------------------------------------------------------------------------------------------------------------------------------
09-0001450           27203       7.30000     Fixed           4,250,000           4,240,959             117            04/01/2011
30314                            7.60000     Fixed           4,150,000           4,141,767             117            04/05/2011
30314-A              06109
30314-B              06109
30314-C              06109
------------------------------------------------------------------------------------------------------------------------------------
DBM15285                         7.59000     Fixed           3,750,000           3,745,312             118            05/01/2011
DBM15285-A           33063
DBM15285-B           33063
09-0001452           91505       7.04000     Fixed           3,690,000           3,684,706             118            05/01/2011
09-0001464           80014       7.44000     Fixed           3,500,000           3,492,792             117            04/01/2011
------------------------------------------------------------------------------------------------------------------------------------
30468                76010       7.80000     Fixed           3,500,000           3,491,658             116            03/05/2011
DBM16016             31419       7.22000     Fixed           3,460,000           3,457,285             119            06/01/2011
31319                77459       7.99000     Fixed           3,420,000           3,417,701             119            06/05/2011
DBM14884             07302       7.85000     Fixed           3,250,000           3,247,752             119            06/01/2011
30245                71111       7.08000     Fixed           3,200,000           3,190,853             116            03/05/2011
------------------------------------------------------------------------------------------------------------------------------------
991091658            11040       8.33000     Fixed           3,183,000           3,156,211             105            04/01/2010
991091629            11364       8.50000     Fixed           3,200,000           3,137,384              99            10/01/2009
09-0001453           91403       7.05000     Fixed           3,040,000           3,035,650             118            05/01/2011
09-0001497           29406       7.55000     Fixed           3,000,000           2,993,978             117            04/01/2011
09-0001494           06497       7.47000     Fixed           3,000,000           2,993,864             117            04/01/2011
------------------------------------------------------------------------------------------------------------------------------------
09-0001454           80021       7.46000     Fixed           3,000,000           2,992,197             116            03/01/2011
DBM15117             07044       7.75000     Fixed           2,940,000           2,934,371             117            04/01/2011
30139                86303       8.23000     Fixed           2,825,000           2,816,297             118            05/01/2011
09-0001501           75051       7.75000     Fixed           2,650,000           2,646,821             118            05/01/2011
09-0001499           19335       7.23000     Fixed           2,550,000           2,546,509             118            05/01/2011
------------------------------------------------------------------------------------------------------------------------------------
09-0001491           28262       7.36000     Fixed           2,475,000           2,471,720             118            05/01/2011
31176                95605       7.21000     Fixed           2,320,000           2,313,577             116            03/05/2011
09-0001457           35244       7.80000     Fixed           2,313,750           2,308,235             116            03/01/2011
09-0001484           95037       7.59000     Fixed           2,030,000           2,028,520             119            06/01/2011
09-0001500           75051       7.75000     Fixed           1,885,000           1,882,739             118            05/01/2011
------------------------------------------------------------------------------------------------------------------------------------
31485                98270       7.33000     Fixed           1,820,000           1,816,096             118            05/05/2011
31101                30260       7.86000     Fixed           1,800,000           1,796,511             118            05/05/2011
09-0001504           91403       7.44000     Fixed           1,700,000           1,698,723             119            06/01/2011
31816                19082       7.65000     Fixed           1,660,000           1,658,581             119            06/05/2011
31046                61832       7.40000     Fixed           1,520,000           1,514,999             117            04/05/2011
------------------------------------------------------------------------------------------------------------------------------------
30113                91745       8.07000     Fixed           1,400,000           1,397,519             117            04/05/2011
DBM15992             75401       7.62000     Fixed           1,260,000           1,259,076              83            06/01/2008
30965                75149       7.79000     Fixed           1,200,000           1,198,695             119            06/05/2011
31062                33409       7.45000     Fixed           1,180,000           1,177,575             117            04/05/2011
31349                55112       7.74500     Fixed           1,160,000           1,158,607             118            05/05/2011
------------------------------------------------------------------------------------------------------------------------------------
28919                43055       7.69000     Fixed           1,100,000           1,097,955             141            04/05/2013
30753                08723       7.76000     Fixed             915,000             913,905             118            05/05/2011
31011                75149       7.79000     Fixed             895,000             894,026             119            06/05/2011
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                  ANTICIPATED
                   REPAYMENT      DAY PAYMENT         MONTHLY                         CREDIT LEASE
LOAN NUMBER           DATE            DUE             PAYMENT          ARD LOAN            LOAN             PREPAYMENT PROVISION
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>              <C>              <C>             <C>                <C>       <C>
30784                                  5               234,594                                      Lockout/29_Defeasance/89_0%/2
30784-A
30784-B
30784-C
30784-D
------------------------------------------------------------------------------------------------------------------------------------
30368                                  5               228,596                                      Lockout/25_Defeasance/92_0%/3
DBM14826           04/01/2011          1               204,653           Yes                        Lockout/48_Defeasance/68_0%/4
09-0001502                             1               198,664                                      Lockout/25_Defeasance/88_0%/7
DBM15390                               1               189,114                                      Lockout/26_Defeasance/89_0%/5
------------------------------------------------------------------------------------------------------------------------------------
09-0001495                             1               175,524                                      Lockout/26_Defeasance/90_0%/4
09-0001495-A
09-0001495-B
09-0001481                             1               153,376                                      Lockout/27_Defeasance/89_0%/4
09-0001481-A
09-0001481-B
09-0001481-C
------------------------------------------------------------------------------------------------------------------------------------
31509                                  5               141,456                                      Lockout/25_Defeasance/91_0%/4
09-0001465                             1               116,085                                      Lockout/26_Defeasance/90_0%/4
DBM14634           05/01/2011          1               131,209           Yes                        Lockout/26_Defeasance/90_0%/4
09-0001434                             1               119,999                                      Lockout/30_Defeasance/86_0%/4
09-0001509                             1               119,383                                      Lockout/25_> of YM or 1%/91_0%/4
------------------------------------------------------------------------------------------------------------------------------------
29658              01/01/2011          1               123,491           Yes                        Lockout/47_Defeasance/71_0%/2
28368                                  5               110,364                                      Lockout/32_Defeasance/60_0%/4
09-0001469                             1                93,724                                      Lockout/25_> of YM or 1%/91_0%/4
09-0001466                             1                81,965                                      Lockout/27_Defeasance/29_0%/4
------------------------------------------------------------------------------------------------------------------------------------
29885                                  5                83,408                                      Lockout/25_Defeasence/91_0%/4
29885-A
29885-B
29885-C
------------------------------------------------------------------------------------------------------------------------------------
DBM15265                               1               107,499                                      Lockout/26_Defeasance/162_0%/4
09-0001505                             1                81,640                                      Lockout/25_Defeasance/91_0%/4
DBM15402                               1                81,594                                      Lockout/25_Defeasance/91_0%/4
09-0001478                             1                78,216                                      Lockout/25_Defeasance/91_0%/4
------------------------------------------------------------------------------------------------------------------------------------
30783                                  5                81,832                                      Lockout/26_Defeasance/92_0%/2
30783-A
30783-B
30783-C
30783-D
30783-E
------------------------------------------------------------------------------------------------------------------------------------
09-0001459                             1                80,217                                      Lockout/27_Defeasance/89_0%/4
09-0001451                             1                72,702                                      Lockout/27_Defeasance/89_0%/4
29740                                  5                74,005                                      Lockout/31_Defeasance/88_0%/1
29740-A
29740-B
29740-C
------------------------------------------------------------------------------------------------------------------------------------
30880                                  5                69,102                                      Lockout/30_Defeasance/89_0%/1
09-0001470                             1                62,306                                      Lockout/27_Defeasance/26_0%/7
09-0001461                             1                56,467                                      Lockout/26_Defeasance/90_0%/4
30811                                  5                61,253                                      Lockout/30_Defeasance/88_0%/2
30811-A
30811-B
------------------------------------------------------------------------------------------------------------------------------------
09-0001503                             1                60,267                                      Lockout/25_Defeasance/91_0%/4
09-0001492                             1                56,204                                      Lockout/27_Defeasance/89_0%/4
29410                                  5                58,200                                      Lockout/25_Defeasance/93_0%/2
09-0001496                             1                51,941                                      Lockout/25_Defeasance/91_0%/4
09-0001468                             1                55,633                                      Lockout/27_Defeasance/89_0%/4
------------------------------------------------------------------------------------------------------------------------------------
30495                                  5                55,074                                      Lockout/27_Defeasance/91_0%/2
09-0001467                             1                51,086                                      Lockout/27_Defeasance/29_0%/4
31563                                  5                52,103                                      Lockout/27_Defeasance/89_0%/4
09-0001472                             1                49,802                                      Lockout/27_Defeasance/89_0%/4
29595                                  1                53,577                                      Lockout/47_Defeasance/69_0%/4
------------------------------------------------------------------------------------------------------------------------------------
09-0001477                             1                48,328                                      Lockout/26_Defeasance/90_0%/4
09-0001479                             1                47,209                                      Lockout/27_Defeasance/90_0%/4
DBM14146                               1                44,401                                      Lockout/29_Defeasance/87_0%/4
30815                                  5                40,440                                      Lockout/30_Defeasance/88_0%/2
30815-A
30815-B
------------------------------------------------------------------------------------------------------------------------------------
09-0001471                             1                40,639                                      Lockout/26_Defeasance/90_0%4
28644                                  5                40,889                                      Lockout/26_Defeasance/91_0%/3
31988                                  5                43,373                                      Lockout/26_Defeasance/92_0%/2
28478                                  5                41,796                                      Lockout/34_Defeasance/79_0%/7
09-0001487                             1                38,645                                      Lockout/25_> of YM or 1%/91_0%/4
------------------------------------------------------------------------------------------------------------------------------------
29508                                  5                37,793                                      Lockout/26_Defeasance/92_0%/2
31163                                  5                36,066                                      Lockout/26_Defeasance/92_0%/2
09-0001458                             1                35,903                                      Lockout/28_Defeasance/88_0%/4
DBM16001                               1                34,862                                      Lockout/48_Defeasance/69_0%/3
09-0001493                             1                35,648                                      Lockout/26_Defeasance/90_0%/4
------------------------------------------------------------------------------------------------------------------------------------
DBM15129                               1                34,073                                      Lockout/26_Defeasance/90_0%/4
31429                                  1                39,054                                      Lockout/47_Defeasance/69_0%/4
09-0001463                             1                34,937                                      Lockout/27_Defeasance/101_0%/4
09-0001456                             1                33,606                                      Lockout/35_Defeasance/81_0%/4
DBM16017                               1                30,606                                      Lockout/48_Defeasance/65_0%/7
------------------------------------------------------------------------------------------------------------------------------------
09-0001450                             1                29,137                                      Lockout/27_Defeasance/89_0%/4
30314                                  5                29,302                                      Lockout/27_Defeasance/91_0%/2
30314-A
30314-B
30314-C
------------------------------------------------------------------------------------------------------------------------------------
DBM15285                               1                26,452                                      Lockout/26_Defeasance/90_0%/4
DBM15285-A
DBM15285-B
09-0001452                             1                24,649                                      Lockout/26_Defeasance/90_0%/4
09-0001464                             1                24,329                                      Lockout/27_Defeasance/89_0%/4
------------------------------------------------------------------------------------------------------------------------------------
30468                                  5                25,195                                      Lockout/28_Defeasance/90_0%/2
DBM16016                               1                23,533                                      Lockout/48_Defeasance/65_0%/7
31319                                  5                25,071                                      Lockout/25_Defeasance/92_0%/3
DBM14884                               1                23,508                                      Lockout/25_Defeasance/91_0%/4
30245                                  5                21,462                                      Lockout/28_Defeasance/90_0%/2
------------------------------------------------------------------------------------------------------------------------------------
991091658                              1                24,092                                      Lockout/39_Defeasance/77_0%/4
991091629                              1                25,767                                      Lockout/45_Defeasance/71_0%/4
09-0001453                             1                20,327                                      Lockout/26_Defeasance/90_0%/4
09-0001497                             1                21,079                                      Lockout/27_Defeasance/89_0%/4
09-0001494                             1                20,915                                      Lockout/27_Defeasance/89_0%/4
------------------------------------------------------------------------------------------------------------------------------------
09-0001454                             1                20,894                                      Lockout/28_Defeasance/85_0%/7
DBM15117                               1                21,063                                      Lockout/27_Defeasance/89_0%/4
30139                                  1                24,035                                      Lockout/47_Defeasance/69_0%/4
09-0001501                             1                18,985                                      Lockout/26_Defeasance/90_0%/4
09-0001499                             1                17,361                                      Lockout/26_Defeasance/90_0%/4
------------------------------------------------------------------------------------------------------------------------------------
09-0001491                             1                17,069                                      Lockout/26_Defeasance/90_0%/4
31176                                  5                15,764                                      Lockout/28_Defeasance/91_0%/1
09-0001457                             1                16,656                                      Lockout/28_Defeasance/88_0%/4
09-0001484                             1                14,319                                      Lockout/35_Defeasance/81_0%/4
09-0001500                             1                13,504                                      Lockout/26_Defeasance/90_0%/4
------------------------------------------------------------------------------------------------------------------------------------
31485                                  5                13,249                                      Lockout/26_Defeasance/92_0%/2
31101                                  5                13,726                                      Lockout/26_Defeasance/92_0%/2
09-0001504                             1                11,817                                      Lockout/25_Defeasance/91_0%/4
31816                                  5                12,001                                      Lockout/25_Defeasance/93_0%/2
31046                                  5                11,134                                      Lockout/27_Defeasance/91_0%/2
------------------------------------------------------------------------------------------------------------------------------------
30113                                  5                10,341                                      Lockout/27_Defeasance/91_0%/2
DBM15992                               1                 8,925                                      Lockout/48_Defeasance/32_0%/4
30965                                  5                 9,095                                      Lockout/25_Defeasance/93_0%/2
31062                                  5                 8,210                                      Lockout/27_Defeasance/91_0%/2
31349                                  5                 8,306                                      Lockout/26_Defeasance/92_0%/2
------------------------------------------------------------------------------------------------------------------------------------
28919                                  5                 7,805                                      Lockout/27_Defeasance/113_0%/4
30753                                  5                 6,562                                      Lockout/26_Defeasance/90_0%/4
31011                                  5                 6,784                                      Lockout/25_Defeasance/93_0%/2
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                         BROKER     ADDITIONAL                 ENVIRONMENTAL
                         STRIP       SERVICING    CROSSED        INSURANCE          LETTER OF                           SERVICING
LOAN NUMBER               LOAN       FEE LOAN      LOAN            LOAN               CREDIT           LEASEHOLD      FEE RATE (%)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>           <C>        <C>              <C>                 <C>         <C>                   <C>
30784                                             Group A                                                                0.12774
30784-A
30784-B
30784-C
30784-D
-----------------------------------------------------------------------------------------------------------------------------------
30368                                                                                                                    0.06274
DBM14826                                                            Yes                Yes                               0.05274
09-0001502                                                                                                               0.03274
DBM15390                                                                               Yes                               0.05274
-----------------------------------------------------------------------------------------------------------------------------------
09-0001495                                                                                                               0.03274
09-0001495-A
09-0001495-B
09-0001481                              Yes                                                                              0.07274
09-0001481-A
09-0001481-B
09-0001481-C
-----------------------------------------------------------------------------------------------------------------------------------
31509                                                                                                                    0.12774
09-0001465                Yes                                                                                            0.10274
DBM14634                                                                                                                 0.05274
09-0001434                              Yes                                                                              0.07274
09-0001509                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
29658                                                                                                                    0.12774
                                                                                                    Both Fee Simple
28368                                                                                                and Leasehold       0.12774
09-0001469                                                                                                               0.03274
09-0001466                Yes                                                                                            0.10274
-----------------------------------------------------------------------------------------------------------------------------------
29885                                                                                  Yes                               0.12774
29885-A
29885-B
29885-C
-----------------------------------------------------------------------------------------------------------------------------------
DBM15265                                                                                                                 0.05274
09-0001505                Yes                                                                                            0.10274
DBM15402                                                                                                                 0.05274
09-0001478                              Yes                                                                              0.07274
-----------------------------------------------------------------------------------------------------------------------------------
30783                                             Group A                                                                0.12774
30783-A
30783-B
30783-C
30783-D
30783-E
-----------------------------------------------------------------------------------------------------------------------------------
09-0001459                                                          Yes                                                  0.03274
09-0001451                Yes                                                                                            0.08274
29740                                                                                                                    0.12774
29740-A
29740-B
29740-C
-----------------------------------------------------------------------------------------------------------------------------------
30880                                                                                                                    0.12774
09-0001470                                                                                                               0.03274
09-0001461                Yes                                                                                            0.08274
30811                                             Group A                                                                0.12774
30811-A
30811-B
-----------------------------------------------------------------------------------------------------------------------------------
09-0001503                Yes                                                                                            0.08274
09-0001492                Yes                                                          Yes                               0.08274
29410                                                                                                                    0.12774
09-0001496                              Yes                                            Yes                               0.08274
09-0001468                              Yes                                                                              0.09274
-----------------------------------------------------------------------------------------------------------------------------------
30495                                                               Yes                                                  0.12774
09-0001467                Yes                                                                                            0.10274
31563                                                               Yes                                                  0.12774
09-0001472                                                                                                               0.03274
29595                                                                                                                    0.12774
-----------------------------------------------------------------------------------------------------------------------------------
09-0001477                Yes                                                                                            0.10274
09-0001479                Yes                                                                                            0.10274
DBM14146                                                                                                                 0.05274
30815                                                                                                                    0.12774
30815-A
30815-B
-----------------------------------------------------------------------------------------------------------------------------------
09-0001471                                                                                                               0.03274
28644                                                                                                  Leasehold         0.12774
31988                                                                                                  Leasehold         0.12774
28478                                                                                                                    0.12774
09-0001487                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
29508                                                                                                                    0.12774
31163                                                                                  Yes                               0.12774
09-0001458                Yes                                                                                            0.08274
DBM16001                                                                                                                 0.05274
09-0001493                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
DBM15129                                                                                                                 0.05274
31429                                                               Yes                                                  0.12774
09-0001463                              Yes                                                                              0.08274
09-0001456                                                                                                               0.03274
DBM16017                                                                                                                 0.05274
-----------------------------------------------------------------------------------------------------------------------------------
09-0001450                Yes                                                                                            0.08274
30314                                                                                                                    0.12774
30314-A
30314-B
30314-C
-----------------------------------------------------------------------------------------------------------------------------------
DBM15285                                                                               Yes                               0.05274
DBM15285-A
DBM15285-B
09-0001452                              Yes                                                                              0.09274
09-0001464                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
30468                                                                                  Yes                               0.12774
DBM16016                                                                                                                 0.05274
31319                                                                                                                    0.12774
DBM14884                                                                                                                 0.05274
30245                                                                                                                    0.12774
-----------------------------------------------------------------------------------------------------------------------------------
991091658                                                                                           Both Fee Simple      0.08774
                                                                                                     and Leasehold
991091629                                                                                                                0.08774
09-0001453                              Yes                                                                              0.07274
09-0001497                              Yes                                                                              0.10274
09-0001494                Yes                                                                                            0.10274
-----------------------------------------------------------------------------------------------------------------------------------
09-0001454                                                                                                               0.03274
DBM15117                                                                                                                 0.05274
30139                                                                                                                    0.12774
09-0001501                                                                                                               0.03274
09-0001499                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
09-0001491                                                                                                               0.03274
31176                                                                                                                    0.12774
09-0001457                                                                                                               0.03274
09-0001484                                                                                                               0.03274
09-0001500                                                                                                               0.03274
-----------------------------------------------------------------------------------------------------------------------------------
31485                                                                                                                    0.12774
31101                                                                                  Yes                               0.12774
09-0001504                              Yes                                                                              0.07274
31816                                                                                                                    0.12774
31046                                                                                                                    0.12774
-----------------------------------------------------------------------------------------------------------------------------------
30113                                                                                                                    0.12774
DBM15992                                                                                                                 0.05274
30965                                                                                                                    0.12774
31062                                                                                                                    0.12774
31349                                                                                                                    0.12774
-----------------------------------------------------------------------------------------------------------------------------------
28919                                                                                                                    0.12774
30753                                                                                                                    0.12774
31011                                                                                                                    0.12774
</TABLE>


<PAGE>


                                   SCHEDULE II

                   CLOSING MORTGAGE FILE REVIEW CERTIFICATION


Schedule II exists in records maintained by the Servicer.




                                 Schedule II-1


<PAGE>

                                  SCHEDULE III

                 POST-CLOSING MORTGAGE FILE REVIEW CERTIFICATION

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

GMAC Commercial Mortgage Securities, Inc.    Goldman Sachs Mortgage Company
200 Witmer Road                              85 Broad Street
Horsham, Pennsylvania 19044                  New York, New York 10004

[Controlling Class Certificateholders]       German American Capital Corporation
                                             31 West 52nd Street
                                             New York, New York 10019


     Re: Pooling and Servicing Agreement, dated as of July 1, 2001 ("Pooling
         and Servicing Agreement") relating to GMAC Commercial Mortgage
         Securities Inc., Mortgage Pass-Through Certificates, Series 2001-C2

Ladies and Gentlemen:

         In accordance with the provisions of Section 2.02 of the Pooling and
Servicing Agreement, the undersigned hereby certifies that, with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed hereto as not being covered hereby), that: (i) all documents
specified in clauses (1) through (5), (9), (11) and (12) (in the case of clause
(11), without regard to whether such UCC financing statements were in the
possession of the Mortgage Loan Seller (or its agent)) of the definition of
"Mortgage File" are in its possession or the related Mortgage Loan Seller has
otherwise satisfied the delivery requirements in accordance with Section 2.01(b)
and (ii) all such documents have been reviewed by it or by a Custodian on its
behalf and (A) appear regular on their face, (B) appear to have been executed
(where appropriate) and (C) purport to relate to such Mortgage Loan.

         The Trustee makes no representations as to: (i) the validity, legality,
sufficiency, enforceability or genuineness of any such documents contained in
each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan
Schedule, or (ii) the collectability, insurability, effectiveness or suitability
of any such Mortgage Loan.

         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement. This Certificate is subject in all respects to the terms of
said Pooling and Servicing Agreement.

                            [SIGNATURE PAGE FOLLOWS]





                                 Schedule III-1

<PAGE>

                                      LASALLE BANK NATIONAL ASSOCIATION
                                      as Trustee



                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:





                                 Schedule III-2

<PAGE>

                                   SCHEDULE IV

                       ENVIRONMENTAL POLICY MORTGAGE LOANS


LOAN NUMBER                            NAME
DBM14826                               Fig Garden Village
09-0001459                             Ballinger Village
30495                                  Park Pavilion Shopping Center
31563                                  1000 Lucas Way
31429                                  Courtyard by Marriott (Harlingen)



                                  Schedule IV-1

<PAGE>


                                   SCHEDULE V

                      SPECIFIED DEBT SERVICE RESERVE LOANS



Schedule V exists in records maintained by the Servicer.







                                  Schedule V-1

<PAGE>

                                   SCHEDULE VI

                        SPECIFIED LETTER OF CREDIT LOANS


LOAN NUMBER                            NAME
DBM14826                               Fig Garden Village
DBM15390                               Clarity Building
29885                                  Demco Portfolio
09-0001492                             River Place Apartments
09-0001496                             Boulder Creek Apartments
31163                                  The Highland Oaks Apartments
DBM15285                               Allstate and 5100 Professional Buildings
30468                                  Arlington Plaza
31101                                  Southlake Retail Center





                                 Schedule VI-1

<PAGE>

                                  SCHEDULE VII

                        SPECIFIED EARNOUT RESERVE LOANS

LOAN NUMBER              NAME
30314                    Silas Deane Highway Portfolio
30784                    Lichtenstein Pennsylvania Office Portfolio
30880(1)                 Harbor Park Apartments
09-001492                River Place Apartments














------------------------
1 All conditions to the release of the earnout have been met; all earnout funds
  have been disbursed to the borrower.



                                 Schedule VII-1


<PAGE>

                                  SCHEDULE VIII

                           STRIP CALCULATION SCHEDULE

DISTRIBUTION DATE
August 2001.....................................................    7.669919%
September 2001..................................................    7.669922%
October 2001....................................................    7.421540%
November 2001...................................................    7.669924%
December 2001...................................................    7.421542%
January 2002....................................................    7.421541%
February 2002...................................................    7.421541%
March 2002......................................................    7.422015%
April 2002......................................................    7.669909%
May 2002........................................................    7.421524%
June 2002.......................................................    7.669902%
July 2002.......................................................    7.421517%
August 2002.....................................................    7.669895%
September 2002..................................................    7.669894%
October 2002....................................................    7.421509%
November 2002...................................................    7.669886%
December 2002...................................................    7.421502%
January 2003....................................................    7.421495%
February 2003...................................................    7.421493%
March 2003......................................................    7.425880%
April 2003......................................................    7.669856%
May 2003........................................................    7.421472%
June 2003.......................................................    7.669847%
July 2003.......................................................    7.421471%
August 2003.....................................................    7.669856%
September 2003..................................................    7.660705%
October 2003....................................................    7.412574%
November 2003...................................................    7.660611%
December 2003...................................................    7.412483%
January 2004....................................................    7.660516%
February 2004...................................................    7.412390%
March 2004......................................................    7.413887%
April 2004......................................................    7.660369%
May 2004........................................................    7.412247%
June 2004.......................................................    7.660271%
July 2004.......................................................    7.412151%
August 2004.....................................................    7.660170%
September 2004..................................................    7.660121%
October 2004....................................................    7.412056%
November 2004...................................................    7.660125%
December 2004...................................................    7.412060%
January 2005....................................................    7.412060%
February 2005...................................................    7.412063%
March 2005......................................................    7.416576%
April 2005......................................................    7.660127%
May 2005........................................................    7.412062%
June 2005.......................................................    7.660130%
July 2005.......................................................    7.412064%
August 2005.....................................................    7.660132%
September 2005..................................................    7.660134%


                                 Schedule VIII-1

<PAGE>

October 2005....................................................    7.412068%
November 2005...................................................    7.664349%
December 2005...................................................    7.416168%
January 2006....................................................    7.416188%
February 2006...................................................    7.431225%
March 2006......................................................    7.442653%
April 2006......................................................    7.680140%
May 2006........................................................    7.431532%
June 2006.......................................................    7.680248%
July 2006.......................................................    7.431532%
August 2006.....................................................    7.680248%
September 2006..................................................    7.680250%
October 2006....................................................    7.431533%
November 2006...................................................    7.680249%
December 2006...................................................    7.431532%
January 2007....................................................    7.431530%
February 2007...................................................    7.431531%
March 2007......................................................    7.436200%
April 2007......................................................    7.680239%
May 2007........................................................    7.431522%
June 2007.......................................................    7.680237%
July 2007.......................................................    7.431519%
August 2007.....................................................    7.680233%
September 2007..................................................    7.680233%
October 2007....................................................    7.431516%
November 2007...................................................    7.680229%
December 2007...................................................    7.431511%
January 2008....................................................    7.680224%
February 2008...................................................    7.431506%
March 2008......................................................    7.433088%
April 2008......................................................    7.680016%
May 2008........................................................    7.431303%
June 2008.......................................................    7.680007%
July 2008.......................................................    7.431295%
August 2008 and Thereafter......................................    0.000000%



                                 Schedule VIII-2

<PAGE>

                                   SCHEDULE IX

                              BROKER STRIP SCHEDULE

                                                                          BROKER
                                                ORIGINAL   JULY CUT-OFF   STRIP
LOAN NUMBER   PROPERTY NAME                      BALANCE      BALANCE     AMOUNT
09-0001465    Rancho San Diego SC             17,000,000   16,976,898     0.07%
09-0001466    Stoney Falls Apts.              12,320,000   12,291,935     0.07%
09-0001505    River Oak Apartments            11,540,000   11,531,639     0.07%
09-0001451    Hampton Garden Apartments       10,775,000   10,751,221     0.05%
09-0001461    Carlson Bay Apartments           8,600,000    8,587,145     0.05%
09-0001503    Marketplace at Southern Shores   8,300,000    8,294,305     0.05%
09-0001492    River Place Apartments           8,280,000    8,261,976     0.05%
09-0001467    Stoney Brooke Apts.              7,640,000    7,622,791     0.07%
09-0001477    Chelsea Apartments               7,125,000    7,125,000     0.07%
09-0001479    Farnham Park Apts.               6,960,000    6,960,000     0.07%
09-0001458    Mesa Village                     5,160,000    5,146,544     0.05%
09-0001450    Ashwood Apartments               4,250,000    4,240,959     0.05%
09-0001494    Huntington Point                 3,000,000    2,993,864     0.07%







                                  Schedule IX-1

<PAGE>

                                   SCHEDULE X

                          SPECIFIED TRIGGER EVENT LOANS


Schedule X exists in records maintained by the Servicer









                                  Schedule X-1