EXHIBIT 10(s)





                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST,


                a trust acting through WILMINGTON TRUST COMPANY,


           not in its individual capacity but solely as Owner Trustee,


                                   as Issuer,


                                       and


                             LASALLE NATIONAL BANK,


                              as Indenture Trustee


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


                                 TERMS INDENTURE


                             Dated as of May 8, 1998


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




                                 $1,470,948,000


                           COMMERCIAL MORTGAGE BONDS,

<PAGE>

                                 SERIES 1998-C1


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
<S>                                                                                                              <C>
PRELIMINARY STATEMENT                                                                                             4

GRANTING CLAUSES                                                                                                  4

     SECTION 1.       Designation.                                                                                7
     SECTION 2.       Certain Defined Terms.                                                                      7
     SECTION 3.       Date of the Bonds.                                                                         18
     SECTION 4.       Forms of the Bonds.                                                                        18
     SECTION 5.       Denominations of the Bonds.                                                                18
     SECTION 6.       Book-Entry Bonds.                                                                          18
     SECTION 7.       Initial Aggregate Principal Amount; Classes; Terms.                                        19
SECTION 8.        Administration of the Trust Estate.                                                            20

     SECTION 9.       Collection of Monies.                                                                      22
     SECTION 11.      Reports to Bondholders and Others.                                                         23
     SECTION 12.      Certain Communications with the Rating Agency.                                             24
SECTION 14.       Restrictions on Transfer of Bonds.                                                             25

     SECTION 15.Bond Account.                                                                                    28
     SECTION 16.  Payments on the Bonds.                                                                         29
     SECTION 17.  Optional Redemption of the Bonds.                                                              36
SECTION 18.  Additional Negative Covenants and Issuer Events of Default.                                         36

SECTION 20.  Certain Matters Regarding the Indenture Trustee.                                                    38

SECTION 23.  Tax Treatment.                                                                                      41

     SECTION 25.  Miscellaneous.                                                                                 42


SCHEDULES AND EXHIBITS

SCHEDULE I        Schedule of Pledged Securities


EXHIBIT A-1                Form of Class A-1 Bond
EXHIBIT A-2                Form of Class A-2 Bond
EXHIBIT A-3                Form of Class B Bond
EXHIBIT A-4                Form of Class C Bond
EXHIBIT A-5                Form of Class D-1 Bond
EXHIBIT A-6                Form of Class D-2 Bond
EXHIBIT A-7                Form of Class E Bond
EXHIBIT A-8                Form of Class F Bond

</TABLE>


EXHIBIT A-9                Form of Class G Bond
EXHIBIT A-10               Form of Class H-1 Bond
EXHIBIT A-11               Form of Class H-2 Bond
EXHIBIT A-12               Form of Class J Bond
EXHIBIT B-1                Form of Payment Date Statement
EXHIBIT B-2                Form of Delinquency Report
EXHIBIT B-3                Form of Specially Serviced Mortgage Loan Report
EXHIBIT B-4                Form of Modified Loan Report
EXHIBIT B-5                Form of Realized Loss Report

EXHIBIT C-1A               Form I of Transferor Certificate for Transfers of
                           Definitive Bonds
EXHIBIT C-1B               Form II of Transferor Certificate for Transfers of
                           Definitive Bonds
EXHIBIT C-2A               Form of Transferee Certificate for Transfers of
                           Definitive Bonds
EXHIBIT C-2B               Form of Transferee Certificate for Transfers of
                           Interests in Book-Entry Bonds

EXHIBIT D                  Form of DTC Letter of Representations

EXHIBIT E                  Standard Indenture Provisions

<PAGE>

     TERMS  INDENTURE  dated as of May 8, 1998  between  CRIIMI  MAE  COMMERCIAL
MORTGAGE  TRUST  (the  "Issuer",   which  term  includes  any  successor  entity
hereunder),  a business trust created under the laws of Delaware pursuant to the
Deposit Trust Agreement  referred to below and acting through  WILMINGTON  TRUST
COMPANY,  not in its individual  capacity but solely as owner-trustee under such
Deposit Trust Agreement (the "Owner Trustee",  which term includes any successor
entity  hereunder and  thereunder),  and LASALLE  NATIONAL BANK, as trustee (the
"Indenture Trustee", which term includes any successor entity hereunder).

PRELIMINARY STATEMENT

     The Issuer is a Trust  organized  by the  Depositor  pursuant  to a Deposit
Trust Agreement dated as of May 8, 1998 (the "Deposit Trust Agreement"),  by and
between  the Owner  Trustee  and the  Company.  The Issuer will act at all times
through the Owner  Trustee.  The Issuer has duly  authorized  the  execution and
delivery of this Terms  Indenture to provide for the issuance of  $1,470,948,000
in aggregate  Principal Amount of its Commercial  Mortgage Bonds, Series 1998-C1
(the "Bonds"). The Bonds are issuable as provided in this Terms Indenture and in
those certain Standard Indenture  Provisions of the Company,  dated as of May 8,
1998 and relating to the issuance of  collateralized  mortgage  obligations,  in
Series,  by separate  Trusts  organized by the Company (the "Standard  Indenture
Provisions"), which Standard Indenture Provisions are attached hereto as Exhibit
E and are  incorporated  herein by  reference  as and to the extent  provided in
Section 19. The Terms Indenture, together with the Standard Indenture Provisions
(as and to the extent incorporated herein by reference),  constitute one and the
same instrument and are herein, collectively and as amended or supplemented from
time to time as set forth in the Standard Indenture  Provisions,  referred to as
the "Indenture".

     All covenants and  agreements  made by the Issuer in this Indenture are for
the  benefit and  security  of the Holders of the Bonds.  The Issuer is entering
into this  Indenture,  and the Indenture  Trustee is accepting the trust created
hereby,  for good and valuable  consideration,  the receipt and  sufficiency  of
which are hereby acknowledged. All things necessary to cause the Bonds, when the
Bonds  are  executed  by the  Issuer  and  authenticated  and  delivered  by the
Indenture  Trustee as  provided  herein,  to  constitute  the valid and  legally
binding  obligations of the Issuer  enforceable in accordance  with their terms,
and to cause this Indenture to constitute a valid and legally binding  agreement
of the Issuer enforceable in accordance with its terms, have been done.

GRANTING CLAUSES

     The Issuer hereby  Grants to the Indenture  Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Bondholders, all of the Issuer's right,
title and interest in and to (i) the Pledged Securities and all payments thereon
from and after the commencement of the initial Collection Period,  (ii) the Bond
Account,  (iii) the rights of the Issuer to enforce remedies against the Manager
under the  Management  Agreement  (provided that the Issuer retains the right to
give instructions and directions to the Manager thereunder), against the Company
under the Deposit  Trust  Agreement,  and, as assignee of the  Company,  against
CRIIMI MAE under the Contribution Agreement, (iv) all present and future claims,
demands,  causes and

<PAGE>

chooses  in action in  respect  of the  foregoing,  including  (subject  to
Section 8) the rights of the Issuer  under the Pledged  Securities,  and (v) all
proceeds  of the  foregoing  of every  kind and  nature  whatsoever,  including,
without  limitation,  all  proceeds  of the  conversion  thereof,  voluntary  or
involuntary,  into cash or other liquid  property,  all cash proceeds,  accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
rights to  payment  of any and every  kind and other  forms of  obligations  and
receivables,  instruments  and other property that at any time constitute all or
part of or are included in the proceeds of the foregoing (the items described in
the preceding clauses (i), (ii), (iii), (iv) and (v),  collectively,  the "Trust
Estate").

     The foregoing  Grant is made in trust to secure the payment of principal of
and interest on, and any other  amounts  owing in respect of, the Bonds,  and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

     In furtherance of the foregoing, the Issuer hereby delivers or causes to be
delivered to the Indenture Trustee or the Indenture  Trustee's  designee each of
the following documents or instruments relating to each Pledged Security (or, in
the case of item (ii) below, all the Pledged Securities):

                  (i)       either (A) if such Pledged Security is held in
         fully registered certificated form, a duly issued and authenticated
         physical certificate evidencing such Pledged Security endorsed to
         "LaSalle National Bank as Indenture Trustee under the Indenture, dated
         as of May 8, 1998, relating to CRIIMI MAE Commercial Mortgage Trust,
         Commercial Mortgage Bonds, Series 1998-C1" or its Nominee, together
         with such Opinions of Counsel and completed and fully-executed copies
         of such other documents as shall be necessary to cause registration of
         transfer of such Pledged Security to the Indenture Trustee to be made
         and to obtain a duly issued and authenticated physical certificate
         evidencing such Pledged Security registered in the name of the
         Indenture Trustee or its Nominee; or (B) if such Pledged Security is
         held in book-entry form, completed and fully-executed copies of such
         instruments of transfer, directions, certificates or other documents as
         are necessary to cause registration of transfer of such Pledged
         Security in the name of the Indenture Trustee or its Nominee on the
         books and records of the Depository and applicable Depository
         Participant (including, without limitation, the entity through whom the
         Indenture Trustee holds book-entry securities with the Depository);

                  (ii)     two Uniform Commercial Code Financing Statements
         covering the Trust Estate and executed, in one case, by the Company as
         debtor in favor of the Issuer as secured party and the Indenture
         Trustee as its assignee and, in the second case, by the Issuer as
         debtor in favor of Indenture Trustee as secured party;

                  (iii)    a copy (which may be on electronic  media) of the
         related  Pledged  Security  Agreement; and

                  (iv)     all other items  relating to the  foregoing as
         reasonably  requested  by the  Indenture Trustee.

<PAGE>

     The Indenture Trustee hereby  acknowledges the receipt by it of each of the
Pledged Securities and the other documents and instruments  referenced above, in
good faith and without actual notice of any adverse claim,  and declares that it
holds  and will  hold such  Pledged  Securities  and such  other  documents  and
instruments,  and that it holds  and will hold all other  assets  and  documents
included in the Trust Estate,  in trust for the exclusive use and benefit of all
present and future Bondholders.

     Except as  expressly  provided  herein,  the  Indenture  Trustee  shall not
assign,  sell,  dispose of or transfer any interest in the Pledged Securities or
any other asset  constituting the Trust Estate or permit the Pledged  Securities
or any other asset  constituting  the Trust  Estate to be subjected to any lien,
claim or encumbrance  arising by, through or under the Indenture  Trustee or any
Person claiming by, through or under the Indenture Trustee.

     Promptly  after  the  Closing  Date,  the  Indenture  Trustee,   with  such
assistance  of the Company and the Issuer as it may  reasonably  request,  shall
cause  registration of transfer to it of each Pledged Security to be made on the
books and records of the registrar for such Pledged Security or on the books and
records  of  the  Depository  or  the  appropriate  Depository  Participant,  as
applicable; and, other than in the case of Pledged Securities held in book-entry
form, the Indenture Trustee,  with such assistance of the Company and the Issuer
as it may  reasonably  request,  shall  obtain a duly  issued and  authenticated
physical certificate  evidencing such Pledged Security registered in the name of
the Indenture Trustee or its Nominee.  Also promptly following the Closing Date,
other  than in the case of  Pledged  Securities  held in  book-entry  form,  the
Indenture Trustee,  with such assistance of the Company and the Issuer as it may
reasonably  request,  shall notify and direct the parties  responsible under the
respective Pledged Security  Agreements for making  distributions on the Pledged
Securities to remit,  commencing in June 1998, all future payments on account of
the Pledged  Securities  directly to the Indenture  Trustee (by wire transfer to
the Bond Account if  permitted)  and to continue to do so until such time as the
Issuer or the Indenture Trustee notifies such parties to the contrary  following
the date on which this Indenture  shall have been  discharged and released.  The
Indenture Trustee shall hold or cause the holding of the Pledged Securities held
by it in fully registered  certificated  form, in the State of Illinois.  If any
Pledged Security is not accepted for transfer by the applicable  registrar,  the
Indenture Trustee,  with such assistance of the Company and the Issuer as it may
reasonably  request,  shall resubmit such Pledged  Security for  registration of
transfer; provided, however, that the Company shall bear the sole responsibility
for  correcting  any mistakes or  completing  any  deficiencies  that caused the
rejection of a request for transfer.

     The  Indenture  Trustee  hereby  appoints  LaSalle  National  Bank,  in its
individual capacity  ("LaSalle"),  to act as the Indenture Trustee's "securities
intermediary"  hereunder.  LaSalle hereby accepts such appointment and agrees to
so act. LaSalle hereby  represents and warrants to the Indenture Trustee and the
Issuer that (i) an account (the "Securities Account") has been established by it
in the name of the Indenture  Trustee for the benefit of the  Bondholders,  (ii)
except for the claims and interests of the Indenture  Trustee in the  Securities
Account and the financial assets carried therein, it has no claim to or interest
in the Securities  Account or in such  financial  assets and it does not know of
any claim to or interest in the Securities  Account or in such financial  assets
and (iii) it has not entered into,  and will not enter into,  any agreement with
any other  person  relating to the  Securities  Account or any  financial

<PAGE>

asset  carried  therein  pursuant  to which it has  agreed to  comply  with
"entitlement  orders"  (as  defined in Section  8-102(a)(8)  of the UCC) of such
person.  LaSalle,  the Indenture  Trustee and the Issuer agree that all property
that is held by LaSalle as a "securities intermediary" for the Indenture Trustee
in the Securities Account will be treated as a "financial asset" under Article 8
of the UCC.  LaSalle  shall  comply  with  "entitlement  orders"  (as defined in
Section  1.02(a)(8) of the UCC) originated by the Indenture  Trustee  concerning
the  Securities  Account  and the  "financial  assets"  (as  defined  in Section
9-102(a)(9) of the UCC) carried  therein  without  further consent of the Issuer
and will identify the Indenture  Trustee as having a securities  entitlement  in
the Securities Account and such financial assets.

     AND  IT IS  HEREBY  COVENANTED  AND  DECLARED  that  the  Bonds  are  to be
authenticated and delivered by the Indenture  Trustee,  that the Trust Estate is
to be held by or on behalf of the Indenture Trustee and that monies in the Trust
Estate  are to be  applied  by the  Indenture  Trustee  for the  benefit  of the
Bondholders, subject to the further covenants, conditions and trusts hereinafter
set forth,  and the Issuer does hereby  represent and warrant,  and covenant and
agree,  to and with the  Indenture  Trustee,  for the  equal  and  proportionate
benefit and security of each Bondholder, as follows:

                  SECTION 1.        Designation.

     The Bonds shall be designated  generally as, and all  references to "Bonds"
and "Series" in the Standard Indenture  Provisions shall be deemed to be to, the
Issuer's Commercial Mortgage Bonds, Series 1998-C1.  The Bonds consist of twelve
Classes  to be  designated  Class A-1,  Class A-2,  Class B, Class C, Class D-1,
Class D-2,  Class E,  Class F,  Class G,  Class H-1,  Class H-2 and Class J. The
Class A-1 and Class A-2 Bonds are Senior Bonds. The Class B, Class C, Class D-1,
Class D-2, Class E, Class F, Class G, Class H-1, Class H-2 and Class J Bonds are
Subordinate Bonds.

     No Class of Bonds constitutes Compound Interest Bonds,  Interest Only Bonds
or  Principal  Only Bonds  and,  accordingly,  the  provisions  of the  Standard
Indenture  Provisions that relate solely to Compound  Interest  Bonds,  Interest
Only Bonds and Principal Only Bonds, or solely to any such types of bonds, shall
be inapplicable with respect to the Bonds.

                  SECTION 2.        Certain Defined Terms.

     Section 1.01 of the Standard Indenture Provisions provides that the meaning
of certain defined terms used in the Standard  Indenture  Provisions shall be as
defined in  Section  1.01 of the  Standard  Indenture  Provisions  except to the
extent otherwise provided in, or subject to such further  specification by, this
Terms  Indenture.  With respect to the Bonds,  the following  definitions  shall
govern the defined terms set forth below:

     "Accrual Date": May 1, 1998.

     "Accrued  Bond  Interest":  With  respect  to any  Class of  Bonds  for any
Interest  Accrual  Period,  all interest at the  applicable  Bond  Interest Rate
accrued during such Interest Accrual Period on the Aggregate Principal Amount of
such Class of Bonds  outstanding  immediately prior to the related Payment Date,
calculated in accordance with Section 7(b).

<PAGE>

     "Administrative  Expenses":  The  Indenture  Trustee Fee and other fees and
expenses of the Indenture  Trustee payable  thereto  pursuant to Section 6.07 of
the Standard  Indenture  Provisions,  the Owner Trustee Fee, the Management Fee,
and the fees of the Rating  Agency in connection  with the Bonds,  to the extent
such fees of the Rating Agency are due and payable after the Closing Date.

     "Aggregate  Collateral  Principal Amount": As of any date of determination,
the then aggregate  Security Principal Balance of the Pledged Securities and the
Net Security Principal Balance of the CMM 96-C1 Pledged Bonds (as defined in the
Memorandum),  together  with all  distributions  allocable  to  principal of the
Pledged  Securities  then held on deposit in the Bond Account for future payment
on the Bonds.

     "Aggregate  Principal  Amount":  With  respect  to any Class or  Classes of
Bonds, as of any date of determination,  the then aggregate  Principal Amount of
all Bonds of such Class or  Classes.  Each Class of Bonds shall be issued in the
initial  Aggregate  Principal  Amount  specified in Section 7(a).  The Aggregate
Principal Amount of each Class of Bonds shall be reduced on each Payment Date by
the amount of any  payments of principal  made thereon on such date  pursuant to
(i) Section 3.01 of the Standard Indenture  Provisions and Section 16(b) hereof,
(ii) Section 5.06 of the Standard Indenture  Provisions and Section 17 hereof or
(iii) Article X of the Standard Indenture Provisions and Section 17 hereof.

     "Anticipated   Repayment   Date":   As   defined  in  the   definition   of
"Hyper-Amortization Loan".

     "Assumed  Final  Payment  Date":  With  respect to any Class of Bonds,  the
Payment Date  specified as such in Section 7, on which the final  payment  would
occur with respect to such Class based on the Maturity Assumptions.

     "Available  Funds":  With respect to any Payment Date, the aggregate of all
amounts on deposit in the Bond Account as of the commencement of business at the
Corporate  Trust Office on such date,  exclusive of any portion thereof that may
be  withdrawn  from the Bond  Account  pursuant to any of clauses  (ii)-(iv)  of
Section 15(c).

     "Bond  Factor":  With  respect  to any  Class of  Bonds,  as of any date of
determination,  a  fraction,  expressed  as a decimal  carried to six places and
truncated, the numerator of which is the then Aggregate Principal Amount of such
Class, and the denominator of which is the initial Aggregate Principal Amount of
such Class.

     "Class A Bond": Any Class A-1 Bond or Class A-2 Bond. "Class A-1 Bond": Any
of the Bonds with a "Class A-1" designation on the face thereof, executed by the
Issuer and authenticated by the Indenture Trustee or the  Authenticating  Agent,
if any, substantially in the form of Exhibit A-1 attached hereto.

     "Class A-2 Bond":  Any of the Bonds with a "Class A-2"  designation  on the
face thereof,  executed by the Issuer and authenticated by the Indenture Trustee
or the  Authenticating  Agent, if any,  substantially in the form of Exhibit A-2
attached hereto.


<PAGE>

     "Class B Bond":  Any of the Bonds with a "Class B"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit  A-3
attached hereto.

     "Class C Bond":  Any of the Bonds with a "Class C"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit  A-4
attached hereto.

     "Class D Bond": Any Class D-1 Bond or Class D-2 Bond.

     "Class D-1 Bond":  Any of the Bonds with a "Class D-1"  designation  on the
face thereof,  executed by the Issuer and authenticated by the Indenture Trustee
or the  Authenticating  Agent, if any,  substantially in the form of Exhibit A-5
attached hereto.

     "Class D-2 Bond":  Any of the Bonds with a "Class D-2"  designation  on the
face thereof,  executed by the Issuer and authenticated by the Indenture Trustee
or the  Authenticating  Agent, if any,  substantially in the form of Exhibit A-6
attached hereto.

     "Class E Bond":  Any of the Bonds with a "Class E"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit  A-7
attached hereto.

     "Class  Exemption":  A class  exemption  granted by the DOL, which provides
relief from some or all of the  prohibited  transaction  provisions of ERISA and
the related excise tax provisions of the Code.

     "Class F Bond":  Any of the Bonds with a "Class F"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit  A-8
attached hereto.

     "Class G Bond":  Any of the Bonds with a "Class G"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit  A-9
attached hereto.

     "Class H Bond": Any Class H-1 Bond or Class H-2 Bond.

     "Class H-1 Bond":  Any of the Bonds with a "Class H-1"  designation  on the
face thereof,  executed by the Issuer and authenticated by the Indenture Trustee
or the Authenticating  Agent, if any,  substantially in the form of Exhibit A-10
attached hereto.

     "Class H-2 Bond":  Any of the Bonds with a "Class H-2"  designation  on the
face thereof,  executed by the Issuer and authenticated by the Indenture Trustee
or the Authenticating  Agent, if any,  substantially in the form of Exhibit A-11
attached hereto.

     "Class J Bond":  Any of the Bonds with a "Class J"  designation on the face
thereof,  executed by the Issuer and  authenticated by the Indenture  Trustee or
the  Authenticating  Agent,  if any,  substantially  in the form of Exhibit A-12
attached hereto.

<PAGE>

     "Closing Date": May 8, 1998.

     "CMM 96-C1 Payment  Date":  The 30th day (or, in the case of February,  the
28th day) of each calendar month (or, if such day is not a Business Day (as such
term  is  defined  in the  CMM  96-C1  Pledged  Security  Agreement),  the  next
succeeding Business Day).

     "CMM 96-C1  Pledged  Bonds":  The CRIIMI MAE Trust I,  Commercial  Mortgage
Bonds,  Series  1996-C1,  Classes C, D and E,  issued  pursuant to the CMM 96-C1
Pledged Security Agreement.

     "CMM 96-C1 Pledged  Certificates":  The subordinated  certificates  pledged
pursuant to the CMM 96-C1 Pledged  Security  Agreement to secure  payment of the
CMM 96-C1 Pledged Bonds and the other bonds of the same series.

     "CMM 96-C1 Pledged Security Agreement":  That certain Indenture dated as of
December 20, 1996 between CRIIMI MAE Trust I, as issuer, and The Chase Manhattan
Bank, as indenture trustee.

     "Collection Period": The period commencing immediately following the end of
the  prior  such  period  (or,  in the case of the  initial  Collection  Period,
commencing on and  including  June 1, 1998) and ending on and including the next
succeeding CMM 96-C1 Payment Date that follows the commencement of such period.

     "Company":  CRIIMI MAE CMBS Corp.  or any  successor  thereto.  The Company
constitutes the "Depositor" under the Standard Indenture Provisions.

     "Contribution  Agreement":  The Contribution Agreement,  dated as of May 8,
1998, between CRIIMI MAE Inc. and the Company, pursuant to which CRIIMI MAE Inc.
contributed the Pledged Securities to the Company.

     "Controlling  Class": The most subordinate (based on the payment priorities
of Section 16(b) hereof) Class of Bonds Outstanding (the Class A-1 and Class A-2
Bonds,  the  Class D-1 and Class D-2 Bonds and the Class H-1 and Class H-2 Bonds
being treated,  in the case of each such pair of Classes,  as a single Class for
this purpose) that has a Net Aggregate Principal Amount at least equal to 25% of
its initial actual  Aggregate  Principal  Amount (or, if no Class of Bonds has a
Net  Aggregate  Principal  Amount at least  equal to 25% of its  initial  actual
Aggregate  Principal Amount,  then the "Controlling  Class" will be the Class of
Bonds  with the  largest  Net  Aggregate  Principal  Amount  then  outstanding);
provided that for purposes of determining the  Controlling  Class and exercising
the rights thereof under Section 8, Bonds held by an Interested  Person shall be
deemed to be Outstanding.

     "Controlling  Class  Representative":  As defined in Section  8(c)  hereof.

     "Delinquency    Report":    As   defined   in   Section    11(b)    hereof.

     "Deposit Trust Agreement":  The Deposit Trust Agreement, dated as of May 8,
1998, between the Depositor and the Owner Trustee,  pursuant to which the Issuer
was created.

<PAGE>

     "Distribution  Date": With respect to any Pledged  Security,  the date each
month on  which  payments  are made to the  registered  holder  of such  Pledged
Security in accordance with the related Pledged Security Agreement.

     "DOL": The Department of Labor or any successor thereto.

     "DOL Regulations":  The regulations promulgated at 29 C.F.R.ss. 2510.3-101.

     "Eligible  Account":  Either  (i) an account  maintained  with a federal or
state chartered  depository  institution or trust company having corporate trust
powers,  the  short-term  deposit  or  debt  obligations  of  which  (or of such
institution's  parent  holding  company)  are rated in one of the three  highest
short-term  rating  categories of the Rating Agency and the long-term  unsecured
debt obligations of which (or of such institution's  parent holding company) are
rated in one of the three  highest  long-term  rating  categories  of the Rating
Agency or (ii) a segregated trust account or accounts  maintained with a federal
or state  chartered  depository  institution or trust company  having  corporate
trust  powers  acting  in its  fiduciary  capacity  and,  in the case of a state
chartered  depository  institution  or trust  company,  subject  to  regulations
regarding fiduciary funds on deposit therein  substantially  similar to Title 12
of the Code of Federal Regulations  Section 9.10(b).  Eligible Accounts may bear
interest.

     "Extraordinary  Expense":  Any  amounts  payable  or  reimbursable  to  the
Indenture  Trustee  pursuant to Section  6.07(a)(2)  of the  Standard  Indenture
Provisions  and any amounts  payable  from the Bond  Account in respect of taxes
pursuant to Section 3.06 of the  Standard  Indenture  Provisions,  and any other
costs, expenses and liabilities (exclusive of Administrative  Expenses) that are
required to be borne by the Trust Estate in accordance  with  applicable  law or
the terms of this Indenture (including,  without limitation, the cost of various
opinions of and advice from counsel  required to be obtained in connection  with
the  Indenture  Trustee's  performance  of its  duties  under  this  Indenture).
Extraordinary   Expenses  constitute  Additional  Expenses  under  the  Standard
Indenture Provisions.

     "Final  Payment  Date":  The Payment Date on which the final payment on the
Bonds of any Class is made  hereunder by reason of all  principal,  interest and
other  amounts due and payable on such Bonds having been paid or the  Collateral
having been exhausted.

     "Hyper-Amortization  Loan": A Mortgage Loan that provides that if it is not
paid in  full by a  specified  date  (the  "Anticipated  Repayment  Date"),  the
otherwise  fixed rate at which interest  accrues on such loan will be subject to
increase and a portion of the net cash flow from the related Mortgaged  Property
(after payment of certain property expenses and the minimum scheduled payment of
debt service) will be applied to make payments of principal on such loan.

     "Indenture  Trustee":  As  defined  in the first  paragraph  of this  Terms
Indenture.

     "Indenture  Trustee  Fee": A monthly fee payable on each Payment Date equal
to one-twelfth of 0.02% of the Aggregate Collateral Principal Amount immediately
prior to such Payment Date.

<PAGE>

     "Initial  Purchasers":  Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation and Deutsche Morgan Grenfell
Inc.

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

     "Interested Person": As of any date of determination, the Issuer, the Owner
Trustee, the Manager or, in each such case,  any of their respective affiliates.

     "Issuer": As defined in the first paragraph of this Terms Indenture.

     "Issuer Owner":  Any Person that directly holds any of the  certificates of
ownership in the Issuer under the Deposit Trust Agreement.

     "Liquidated   Loan":  Any  Mortgage  Loan  which  has  been  liquidated  in
connection  with a default thereon  (through  foreclosure or otherwise) or as to
which an REO  Property  has been  acquired in respect  thereof and  subsequently
liquidated.

     "Make-Whole  Amount":  in  connection  with any optional  redemption of any
Class of Bonds (other than the Class A-2 Bonds), an amount, as calculated by the
Issuer and confirmed by the Indenture  Trustee,  equal to the excess, if any, of
(i) the aggregate present value as of the date of such redemption of each dollar
of principal  being  redeemed and the amount of interest  (exclusive of interest
accrued to the date of  redemption)  that would have been  payable in respect of
each such dollar  (assuming  that no Mortgage Loan (or Mortgage Loan  underlying
any Mortgage  Participation)  pays any remaining  principal  prior to its stated
maturity (or, in the case of a Hyper-Amortization Loan, prior to its Anticipated
Repayment  Date)  (each  such  term  as  defined  in the  Memorandum))  if  such
redemption  had not been made,  determined by  discounting,  on a monthly basis,
such principal and interest at the  Reinvestment  Rate  (determined on the third
Business Day  preceding  the date notice of such  redemption  is given) from the
respective dates on which such principal and interest would have been payable if
such  redemption  had not been made,  to the date of  redemption,  over (ii) the
Aggregate Principal Amount of the Class of Bonds being redeemed.

     "Management  Agreement":  The  Management  Agreement,  dated as of the date
hereof,  among  the Owner  Trustee  on behalf  of the  Issuer  and the  Manager,
pursuant to which the Manager shall perform  various  obligations  of the Issuer
hereunder.

     "Management  Fee":  A monthly  fee  payable on each  Payment  Date equal to
one-twelfth of 0.005% of the Aggregate  Collateral  Principal Amount immediately
prior to such Payment Date.

     "Manager":  The Person acting as the "Manager"  from time to time under the
Management  Agreement,  which  initially  shall be CRIIMI MAE  Services  Limited
Partnership.

     "Maturity  Assumptions":  The assumption that no Mortgage Loan (or Mortgage
Loan underlying any Mortgage  Participation) is prepaid,  extended,  modified or
defaulted prior to its stated maturity (or, in the case of a  Hyper-Amortization
Loan, prior to its Anticipated

<PAGE>

Repayment Date),  together with such additional  assumptions  designated as
the Modeling Assumptions in the Memorandum.

     "Memorandum":  The Private Offering Memorandum, dated May 6, 1998, relating
to the Class A, Class B and Class C Bonds.

     "Modified  Loan":  Any Mortgage Loan as to which the related  payment terms
have been modified in connection with a default and work-out.

     "Modified   Loan   Report":   As   defined   in   Section   11(b)   hereof.

     "Mortgage  Loan":  Any "Mortgage  Loan" (within the meaning of the Standard
Indenture   Provisions)  that  directly  or  indirectly  underlies  any  Pledged
Security.

     "Mortgage   Participation":   Any   participation   in  a  Mortgage   Loan.

     "Net Aggregate  Principal Amount":  With respect to either Class of Class A
Bonds, as of any date of determination, an amount equal to the lesser of (a) the
then actual  Aggregate  Principal  Amount thereof and (b) the product of (i) the
then Aggregate Collateral Principal Amount,  multiplied by (ii) a fraction,  the
numerator of which is the then actual  Aggregate  Principal Amount of such Class
of Class A Bonds,  and the  denominator  of which is the then  actual  Aggregate
Principal Amount of all the Class A Bonds; with respect to either Class of Class
D Bonds, as of any date of  determination,  an amount equal to the lesser of (m)
the then actual  Aggregate  Principal  Amount thereof and (n) the product of (i)
the then Aggregate Collateral Principal Amount,  reduced (to not less than zero)
by the then actual Aggregate  Principal Amount of the Class A, Class B and Class
C Bonds,  multiplied  by (ii) a  fraction,  the  numerator  of which is the then
actual  Aggregate  Principal  Amount  of such  Class of  Class D Bonds,  and the
denominator of which is the then actual  Aggregate  Principal  Amount of all the
Class D Bonds;  with respect to either Class of Class H Bonds, as of any date of
determination,  an amount  equal to the lesser of (s) the then actual  Aggregate
Principal  Amount  thereof  and  (t)  the  product  of (i)  the  then  Aggregate
Collateral Principal Amount,  reduced (to not less than zero) by the then actual
Aggregate  Principal  Amount of the Class A, Class B, Class C, Class D, Class E,
Class F and Class G Bonds, multiplied by (ii) a fraction, the numerator of which
is the then actual  Aggregate  Principal  Amount of such Class of Class H Bonds,
and the denominator of which is the then actual  Aggregate  Principal  Amount of
all the Class H Bonds;  and with respect to any other Class of Bonds,  as of any
date of  determination,  an amount  equal to the  lesser of (x) then the  actual
Aggregate  Principal  Amount of such  Class of Bonds and (y) the then  Aggregate
Collateral  Principal  Amount reduced (to not less than zero) by the then actual
Aggregate  Principal Amount of all other Classes of Bonds that are senior (based
on the payment priorities of Section 16(b) hereof) to such Class of Bonds.

     "Net  Security  Principal  Balance":  With respect to the CMM 96-C1 Pledged
Bonds, the portion of the aggregate  Security  Principal Balance thereof that is
collateralized  by the CMM 96-

<PAGE>

C1 Pledged  Certificates,  taking  account of all bonds of the same  series
that are  senior to the CMM 96-C1  Pledged  Bonds.  The Net  Security  Principal
Balance  of the CMM  96-C1  Pledged  Bonds  at any  time  shall  equal  the then
aggregate of the "Net Aggregate  Principal  Amounts"  (within the meaning of the
CMM 96-C1 Pledge Security Agreement) of such bonds.

     "Nondisqualification  Opinion":  An opinion of  Independent  counsel that a
contemplated action will not cause a tax to be imposed on the Issuer,  except as
may otherwise be provided in the Management Agreement.

     "Overcollateralization  Amount":  As of  any  date  of  determination,  the
amount, if any, by which the then Aggregate  Collateral Principal Amount exceeds
the then Aggregate Principal Amount of all the Bonds.

     "Owner Trustee": As defined in the first paragraph of this Terms Indenture.

     "Owner Trustee Fee": An annual fee of $4,000.

     "Payment  Date":  The  second  Business  Day  following  the  end  of  each
Collection Period. The first Payment Date is July 2, 1998.

     "Payment   Date   Statement":   As  defined  in   Section   11(a)   hereof.

     "Permitted  Investments":  Any one or more of the following  obligations or
securities:

                  (i)      direct obligations of, or obligations fully
         guaranteed as to timely payment of principal and interest by, the
         United States or any agency or instrumentality thereof, provided such
         obligations are backed by the full faith and credit of the United
         States, have a predetermined, fixed amount of principal due at maturity
         (that cannot vary or change), do not have an "r" highlight attached to
         any rating, and each such obligation has a fixed interest rate or has
         its interest rate tied to a single interest rate index plus a single
         fixed spread;

                  (ii)     repurchase agreements on obligations specified in
         clause (i) maturing not more than one month 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
         the Rating Agency in one of two highest short-term ratings available;

                  (iii)    federal funds, unsecured certificates of deposit,
         time deposits, bankers' acceptances and repurchase agreements having
         maturities of not more than 365 days, of any bank or trust company
         organized under the laws of the United States or any state thereof,
         provided that such items are rated in one of the two highest short-term
         debt rating categories of the Rating Agency (or have such lower rating
         as will not result in a qualification, downgrading or withdrawal of the
         rating then assigned to any Class of Bonds by the Rating Agency (as
         evidenced in writing by the Rating Agency)), do not have an "r"
         highlight affixed to such rating and have a predetermined fixed amount
         of principal due at maturity (that cannot vary or change), and each
         such obligation has a fixed interest rate or has its interest rate tied
         to a single interest rate index plus a single fixed spread;


<PAGE>

                  (iv)     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 (or of any corporation not so
         incorporated, provided that the commercial paper is United States
         Dollar denominated and amounts payable thereunder are not subject to
         any withholding imposed by any non-United States jurisdiction) which is
         rated in one of the two highest short-term debt rating categories of
         the Rating Agency (or have such lower rating as will not result in a
         qualification, downgrading or withdrawal of the rating then assigned to
         any Class of Bonds by the Rating Agency (as evidenced in writing by the
         Rating Agency)), do not have an "r" highlight affixed to such rating
         and have a predetermined fixed amount of principal due at maturity
         (that cannot vary or change), and each such obligation has a fixed
         interest rate or has its interest rate tied to a single interest rate
         index plus a single fixed spread;

                  (v)      units of money market funds which maintain a
         constant net asset value and which are rated in one of the two highest
         applicable rating categories of the Rating Agency (or have such lower
         rating as will not result in a qualification, downgrading or withdrawal
         of the rating then assigned to any Class of Bonds by the Rating Agency
         (as evidenced in writing by the Rating Agency)); or

                  (vi)     any other obligation or security acceptable to the
         Rating Agency, which will not result in a qualification, downgrading or
         withdrawal of the rating then assigned to any Class of Bonds by the
         Rating Agency (as evidenced in writing by the Rating Agency);

provided that (1) no investment described hereunder shall evidence either the
right to receive (x) only interest with respect to such investment or (y) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations; and (2) no investment described hereunder may be
purchased at a price greater than par if such investment may be prepaid or
called at a price less than its purchase price prior to stated maturity (that
cannot vary or change).

     "Plan": As defined in Section 14(b) hereof.

     "Pledged Security":  Any one of the securities transferred to the Indenture
Trustee by the Issuer pursuant to the Granting Clause,  as from time to time are
held as a part of the Trust Estate and as are more fully described on Schedule I
attached hereto.

     "Pledged Security  Agreement":  With respect to any Pledged  Security,  the
pooling and servicing agreement,  trust agreement,  indenture or other governing
agreement,  together  with  all  exhibits  thereto  and any  amendment  thereof,
pursuant to which such Pledged Security was issued.

     "Pledged   Security   Reports":   As  defined  in  Section   8(a)   hereof.

     "Portfolio Summary": As defined in Section 11(b) hereof.

     "Portfolio  Summary   Diskette":   As  defined  in  Section  11(b)  hereof.

<PAGE>

     "Principal Amount": With respect to any Bond, as of any date, the principal
amount  stated on the face of such Bond less any  principal  previously  paid on
such Bond.

     "Principal  Payment  Amount":  With respect to any Payment  Date, an amount
equal to:  (i) the  portion  of all  payments  received  on or in respect of the
Pledged  Securities  during the related  Collection Period that are allocable to
principal of the Pledged Securities,  as reported by the respective trustees for
the Pledged  Securities;  and (ii) in the case of any Payment Date subsequent to
the initial  Payment Date,  the amount,  if any, by which the Principal  Payment
Amount for the  preceding  Payment  Date  exceeded  the  aggregate  payments  of
principal made on the Bonds on such preceding Payment Date.

     "PTCE": A Prohibited Transaction Class Exemption.

     "Purchase  Agreement":  The  Purchase  Agreement,  dated as of May 6, 1998,
among CRIIMI MAE Inc. and the Initial Purchasers.

     "Rating Agency": Standard & Poor's.

     "Realized Loss Report": As defined in Section 11(b) hereof.

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

     "Redemption  Price":  With  respect to any Class of Bonds  (other  than the
Class A-2 Bonds) and any Payment  Date that  constitutes  a  Redemption  Date, a
price  (calculated  after taking into account  payments made on the Bonds out of
Available  Funds on such  Payment  Date)  equal to 100% of the unpaid  Aggregate
Principal  Amount of the Bonds to be redeemed,  plus accrued and unpaid interest
thereon  to the  last  day of the  related  Interest  Accrual  Period,  plus the
Make-Whole Amount.

     "Reinvestment  Rate": For purposes of calculating the Make-Whole Amount, if
any, in connection  with the  redemption of any Class of Bonds,  the  arithmetic
mean of the yields under the heading "Week Ending"  published in the most recent
Statistical  Release under the caption  "Treasury  Constant  Maturities" for the
maturity  (rounded  to the nearest  month)  corresponding  to the Assumed  Final
Payment  Date for the Class of Bonds  being  redeemed.  If no  maturity  exactly
corresponds  to such Assumed Final  Payment  Date,  yields for the two published
maturities most closely  corresponding  to such Assumed Final Payment Date shall
be  calculated   pursuant  to  the  immediately   preceding   sentence  and  the
Reinvestment  Rate shall be interpolated  or extrapolated  from such yields on a
straight-line  basis,  rounding in each of such relevant  periods to the nearest
month.  For the purposes of calculating the  Reinvestment  Rate, the most recent
Statistical  Release  published  prior  to  the  date  of  determination  of the
Make-Whole  Amount  shall be used.  If the format or content of the  Statistical
Release changes in a manner that precludes  determination  of the Treasury yield
in the above manner,  then the Treasury  yield shall be determined in the manner
that most closely approximates the above manner, as reasonably determined by the
Issuer.


<PAGE>

     "REO Loan":  Any  Mortgage  Loan  (including a Mortgage  Loan  underlying a
Mortgage Participation) as to which the related Mortgaged Property has become an
owned real estate.

     "Security  Principal Balance":  With respect to each Pledged Security,  the
principal balance thereof outstanding from time to time.

     "Specially  Serviced  Mortgage Loan": Any Mortgage Loan designated as such,
and being serviced by a special servicer, under the terms of the related Pledged
Security Agreement.

     "Specially  Serviced  Mortgage  Loan  Report":  As defined in Section 11(b)
hereof.

     "Stated Maturity": With respect to each Class of Bonds, the Payment Date on
which the final  payment of  principal  and  interest on the Bonds of such Class
becomes finally due and payable, as set forth in Section 7(a).

     "Standard Indenture  Provisions":  As defined in the Preliminary Statement.

     "Terms  Indenture":  This terms indenture,  as amended or supplemented from
time to time in accordance with Article IX of the Standard Indenture Provisions.

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

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

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

     "Trust Estate": As defined in the Granting Clause.

                  SECTION 3.        Date of the Bonds.

     The Bonds that are  authenticated and delivered by the Indenture Trustee to
or upon an Issuer Order on the Closing Date shall be dated the Closing Date. All
Bonds which are  authenticated  and  delivered  after the Closing  Date shall be
dated the date of their authentication.

                  SECTION 4.        Forms of the Bonds.

     The Bonds shall be in the respective  forms attached hereto as Exhibits A-1
through A-12, according to the Class designation  appearing on the first page of
each such exhibit; provided that any of the Bonds may be issued with appropriate
insertions,  omissions,  substitutions and variations, and may have imprinted or
otherwise  reproduced thereon such legend or legends,  not inconsistent with the
provisions of this Indenture,  as may be required to

<PAGE>

comply with any law or with rules or regulations  pursuant thereto, or with
the rules of any  securities  market in which the Bonds are admitted to trading,
or to conform to general usage.

                  SECTION 5.        Denominations of the Bonds.

     The Class A-1,  Class A-2, Class B and Class C Bonds shall be issuable only
in denominations  corresponding to initial  Principal  Amounts as of the Closing
Date of $100,000 and any whole dollar denomination in excess thereof.  The Class
D, Class E, Class F, Class G, Class H and Class J Bonds shall be  issuable  only
in denominations  corresponding to initial  Principal  Amounts as of the Closing
Date of $250,000 and any whole dollar denomination in excess thereof.

                  SECTION 6.        Book-Entry Bonds.

     The Class  A-1,  Class A-2,  Class B and Class C Bonds  will be  Book-Entry
Bonds.  The Bonds of each such Class  shall  initially  be issued as one or more
Bonds  registered in the name of the  Depository  or its nominee and,  except as
provided in Section 2.12(c) of the Standard  Indenture  Provisions,  transfer of
such Bonds may not be registered by the Bond  Registrar  unless such transfer is
to a successor Depository that agrees to hold such Bonds for the respective Bond
Owners with Ownership Interests therein.

     The Issuer hereby  designates  The Depository  Trust  Company,  at 55 Water
Street,  New York, New York 10004, as the initial  Depository for the Book-Entry
Bonds and  directs  the  Indenture  Trustee to execute and deliver the Letter of
Representations  (the form of which is  attached  hereto as Exhibit D). The bond
certificate or  certificates  representing  each Class of the  Book-Entry  Bonds
shall be registered in the name of the nominee of the  Depository  designated in
the Letter of Representations.

                  SECTION 7.        Initial Aggregate Principal Amount; Classes;
 Terms.

                  (a)      The aggregate Principal Amount of the Bonds that
may be authenticated and delivered under this Indenture is limited to
$1,470,948,000, except for Bonds authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Bonds pursuant to
Sections 2.05 or 2.06 of the Standard Indenture Provisions. Such aggregate
Principal Amount shall be divided among twelve Classes having the respective
Class designations, initial aggregate Principal Amounts, Bond Interest Rates,
Stated Maturities and Assumed Final Payment Dates as follows:

<TABLE>
<CAPTION>

       Class            Initial Aggregate               Bond                Stated      Assumed Final
    Designation         Principal Amount          Interest Rate(1)         Maturity     Payment Date
    -----------         -----------------         ----------------         --------     -------------
<S>                     <C>                       <C>                      <C>          <C>
Class A-1                  $ 62,612,000                   7.00%           June 2033     November 2006
Class A-2                  $ 345,000,000                  7.00%           June 2033        March 2011
Class B                    $ 150,639,000                  7.00%           June 2033     November 2011
Class C                    $ 115,195,000                  7.00%           June 2033     November 2012
Class D-1                  $ 159,500,000                  7.00%           June 2033          May 2013
Class D-2                        $ 159,501,000            7.00%           June 2033       August 2013

</TABLE>

<TABLE>
<CAPTION>
<S>                     <C>                     <C>                        <C>          <C>
Class E                    $ 70,889,000                  7.00%            June 2033     February 2014
Class F                    $ 35,444,000                  7.00%            June 2033         June 2014
Class G                    $ 88,612,000                  7.00%            June 2033     February 2015
Class H-1                  $ 88,611,000                  7.00%            June 2033     November 2015
Class H-2                  $ 88,611,000                  7.00%            June 2033       August 2016
Class J                    $ 106,334,000                 7.00%            June 2033         June 2017

</TABLE>
----------------------
(1)      Expressed as a percent per annum

                  (b)      Each Class of Bonds shall bear interest, such
interest to commence accruing on the Accrual Date. In the case of each Class of
Bonds, such interest shall accrue during each Interest Accrual Period, in
accordance with Section 2.07(b) of the Standard Indenture Provisions, at the
applicable Bond Interest Rate on the aggregate Principal Amount of such Class of
Bonds outstanding immediately prior to the related Payment Date. The interest
accrued in respect of each Class of Bonds during any Interest Accrual Period
will be due and payable thereon on the related Payment Date and, to the extent
not paid in full on such Payment Date, on each succeeding Payment Date until
paid in full. No interest will accrue on overdue interest in respect of any
Bond.

                  (c)      The respective Classes of Bonds will be issued on
the Closing Date in the aggregate Principal Amounts set forth above. The
aggregate Principal Amount of any Class of Bonds, and the Principal Amount of
any particular Bond of such Class, will be reduced only by actual payments of
principal made thereon on any Payment Date.

                  (d)      Each Bond of a particular Class shall rank pari
passu with each other Bond of such Class and be equally and ratably secured by
the Trust Estate.

                  (e)      This Indenture shall evidence a continuing lien on
and security interest in the Trust Estate to secure the full payment of the
principal, interest and other amounts due and payable on all the Bonds from time
to time, which payments, in the case of any Class of Bonds, shall in all
respects be equally and ratably secured hereby without preference, priority or
distinction on account of the actual time or times of the authentication and
delivery of the Bonds of such Class.

                  (f)      The Bonds shall be authenticated and delivered to
or at the direction of the Issuer by the Indenture Trustee only upon
satisfaction of the conditions set forth in Section 2.10(a) of the Standard
Indenture Provisions.

                  (g)      Upon initial issuance, all of the Bonds shall
constitute Rated Bonds and shall have been assigned the following ratings by the
Rating Agency:


Class                          Rating
-----                          ------
Class A-1                         A


<PAGE>

Class A-2                         A
Class B                          BBB
Class C                          BBB-
Class D-1                        BB+
Class D-2                        BB+
Class E                          BB
Class F                          BB-
Class G                          B+
Class H-1                        B
Class H-2                        B
Class J                          B-

                  SECTION 8.        Administration of the Trust Estate.

                  (a)      Whenever the Indenture Trustee, as registered
holder of the Pledged Securities, is requested in such capacity, whether by the
Issuer, a Bondholder or a party to any Pledged Security Agreement, to take any
action or to give any consent, approval or waiver that it is entitled to take or
give in such capacity, including, without limitation, in connection with an
amendment of any Pledged Security Agreement or the occurrence of a default
thereunder, the purchase or workout of any defaulted Mortgage Loan or the
replacement of the special servicer in respect of a pool of Mortgage Loans, the
Indenture Trustee shall promptly notify the Issuer, the Manager and, if
applicable, all of the Bondholders or all of the Bondholders of the Controlling
Class, as appropriate, of such request in such detail as is available to it and,
subject to Section 8(d), shall, on behalf of the Issuer and the Bondholders,
take such action in connection with the exercise and/or enforcement of any
rights and/or remedies available to it in such capacity with respect to such
request as the Issuer (or, if the Overcollateralization Amount is zero or an
Event of Default has occurred and is continuing, the Controlling Class
Representative) shall direct in writing; provided that if no such direction is
received prior to the date that is established for taking such action or giving
such consent, approval or waiver (notice of which date shall be given by the
Indenture Trustee to the Issuer, the Manager and, if applicable, the Bondholders
or the Bondholders of the Controlling Class, as appropriate), the Indenture
Trustee shall abstain from taking such action or giving such consent, approval
or waiver; and provided, further, that if the Issuer (or, if the
Overcollateralization Amount is zero or an Event of Default has occurred and is
continuing, the Controlling Class Representative) is authorized pursuant to the
applicable Pledged Security Agreement to take any of the actions or give any of
the consents, approvals or waivers referred to above, then the Issuer (or, if
the Overcollateralization Amount is zero or an Event of Default has occurred and
is continuing, the Controlling Class Representative) shall take such actions
and/or give such consents, approvals or waivers directly, and the Indenture
Trustee shall not be required to so act or give any of the consents, approvals
or waivers specified above; and provided, further, that the Indenture Trustee
shall in no event be required to expend or risk its own funds or otherwise incur
financial liability in connection with exercising such rights and/or remedies
and may require reasonable indemnity against such expense or liability as a
condition to taking any action at the direction of the Issuer or the Controlling
Class Representative; and provided, further, that the Indenture Trustee shall
not be liable for any action taken by it in good faith at the direction of the
Issuer (or, if the Overcollateralization Amount is zero or an Event of Default
has occurred and is continuing, the Controlling Class Representative)

<PAGE>

(or for any action taken  directly by such party) in  accordance  with this
Section 8(a); and provided,  further,  that any amendment to a Pledged  Security
Agreement  shall be agreed to by the Indenture  Trustee only with the consent of
the Issuer and the  Holders of the Bonds  representing  greater  than 50% of the
aggregate  Principal Amount of the Bonds (or, if such amendment would affect the
payment terms of a Pledged Security, only with the consent of the Issuer and all
the Bondholders);  and, provided,  further, that, prior to replacing any special
servicer under a Pledged Security  Agreement or other servicing  agreement,  the
Issuer or the  Controlling  Class  Representative,  as applicable,  shall obtain
written  confirmation from the Rating Agency that such act would not result in a
qualification,  downgrade or  withdrawal  of any  then-current  rating  assigned
thereby  to the Bonds.  If not  available  through  website,  fax-back  or other
electronic form, the Indenture Trustee shall forward to the Issuer, the Manager,
the Rating Agency and, upon written request, any Bondholder, on the Payment Date
following  its receipt  thereof (or, in connection  with a written  request by a
Bondholder, at any time thereafter),  copies of any and all notices, statements,
reports  and/or other  material  communications  and  information  (converted to
written  form if not  already in such  form)  (collectively,  "Pledged  Security
Reports")  that it  receives in  connection  with the  Pledged  Securities,  the
Mortgage Loans and Mortgage Participations,  and the Pledged Security Agreements
and the parties thereto.

                  (b)      Except as expressly  provided in Articles IV and
V of the Standard Indenture Provisions, the Indenture Trustee shall not assign,
sell, dispose of or transfer any asset of the Trust Estate or permit any asset
of the Trust Estate to be subjected to any lien, claim or encumbrance arising
by, through or under the Indenture Trustee or any Person claiming by, through or
under the Indenture Trustee; provided that the Indenture Trustee is authorized
and obligated to surrender a Pledged Security in accordance with the terms of
the related Pledged Security Agreement in connection with receiving the final
distribution or payment thereon.

                  (c)      For purposes of exercising any rights and/or
remedies under any Pledged Security at such time as the Overcollateralization
Amount is zero or an Event of Default has occurred and is continuing, the
Holders of Outstanding Bonds representing greater than 50% of the Aggregate
Principal Amount of the Controlling Class of Bonds shall appoint, and shall
designate in writing to the Indenture Trustee, a representative (the
"Controlling Class Representative"). Bonds held by Interested Persons shall be
deemed to be Outstanding for purposes of this Section 8.

                  (d)      If the Issuer or any group of Bondholders post
collateral pursuant to any Pledged Security Agreement, in connection with
exercising the workout and/or foreclosure process with respect to a defaulted
Mortgage Loan, then, for so long as the Issuer's or such Bondholders' collateral
is at risk, then the Issuer or such Bondholders, as the case may be, shall
continue to exercise such right (whether directly or through the Indenture
Trustee) in respect of such Mortgage Loan, notwithstanding that the
Overcollateralization Amount has been reduced to zero or an Event of Default has
occurred and is continuing, in the case of the Issuer, or such Bondholders no
longer belong to the Controlling Class, in the case of such Bondholders.

                  SECTION 9.        Collection of Monies.

<PAGE>

     All  amounts  received  by the  Indenture  Trustee  on or in respect of the
Pledged  Securities  shall be deposited in the Bond  Account  upon  receipt.  In
connection with its receipt of any distribution or payment on a Pledged Security
on any Distribution  Date, the Indenture  Trustee may  conclusively  rely on the
related Pledged  Security  Reports and,  absent  manifest  error,  the Indenture
Trustee  shall  have no  obligation  to  recompute,  recalculate  or verify  the
information  contained therein. If the Indenture Trustee shall not have received
a  distribution  or payment on any Pledged  Security by the close of business on
the date on  which  such  distribution  or  payment  was to be  received  by the
Indenture Trustee, the Indenture Trustee shall notify the trustee or other party
responsible for effectuating distributions or payments under the related Pledged
Security Agreement,  and (i) if such distribution or payment shall not have been
received by the Indenture Trustee one Business Day following such notice or (ii)
a Responsible  Officer of the Indenture  Trustee shall gain actual  knowledge of
any event of default under any Pledged Security Agreement, the Indenture Trustee
shall promptly  notify the Rating Agency and the Bondholders in writing and such
parties shall proceed in accordance  with the terms and conditions of Section 8.
Notwithstanding the foregoing, notice shall not be required to be given pursuant
to this Section 9 in the case of any payments made by check unless such check is
not received within five Business Days of the related Distribution Date.

                  SECTION 10.       Access to Certain  Documentation  and
Information  with respect to the Pledged Securities.

     The  Indenture  Trustee  shall  provide  to the  Bondholders  access to the
Pledged  Securities  and all reports,  documents  and records  maintained by the
Indenture Trustee in respect of its duties hereunder, such access being afforded
without  charge but only upon  reasonable  written  request  and  during  normal
business hours at offices designated by the Indenture Trustee.

                  SECTION 11.       Reports to Bondholders and Others.

                  (a)      Based on information provided in the Pledged
Security Reports received from time to time, the Indenture Trustee shall prepare
and forward, within three Business Days following each Payment Date, to each
Bondholder, the Issuer, the Manager, and the Rating Agency a statement (the
"Payment Date Statement"), substantially in the form of Exhibit B-1 hereto,
detailing payments on the Bonds on such Payment Date.

                  (b)      If and to the extent that the Indenture Trustee
can, using reasonable efforts, obtain the requisite information, the Indenture
Trustee shall prepare and distribute the following reports (together with the
next Payment Date Statement that is distributed thereto) to Bondholders and the
Rating Agency (provided that the Portfolio Summary shall only be distributed to
Bondholders upon request):

                  (i)      a monthly report (the "Delinquency Report")
         substantially in the form of Exhibit B-2 hereto, setting forth, on a
         loan-by-loan basis, those Mortgage Loans (including the Mortgage Loans
         underlying the Mortgage Participations) that are or have become during
         the one-month period covered by such report (a) 30 - 59 days delinquent
         in respect of any monthly payment of principal and/or interest, (b) 60
         - 89 days delinquent in respect of any monthly payment of principal
         and/or interest, (c) 90 or

<PAGE>

         more days delinquent in respect of any monthly payment of principal
         and/or interest, (d) Modified Loans, (e) REO Loans and/or (f)
         Liquidated Loans; and

                  (ii)     a monthly report (the "Specially Serviced Mortgage
         Loan Report") substantially in the form of Exhibit B-3 hereto, setting
         forth, on a loan-by-loan basis, those Mortgage Loans (including
         Mortgage Loans underlying the Mortgage Participations) that are or have
         become during the one-month period covered by such report Specially
         Serviced Mortgage Loans and the reason such Mortgage Loans have become
         Specially Serviced Mortgage Loans;

                  (iii)    a monthly report (the "Modified Loan Report")
         substantially in the form of Exhibit B-4 hereto, setting forth, on a
         loan-by-loan basis, for the current one-month period and on a
         cumulative basis from the Closing Date, those Mortgage Loans (including
         Mortgage Loans underlying the Mortgage Participations) that have been
         modified and the reason for such modification;

                  (iv)     a monthly report (the "Realized Loss Report")
         substantially in the form of Exhibit B-5 hereto, setting forth, on a
         loan-by-loan basis, for the current one-month period and on a
         cumulative basis from the Closing Date, those Mortgage Loans (including
         Mortgage Loans underlying the Mortgage Participations) that have
         suffered a loss thereon, and the details of the liquidation proceeds
         and expenses paid in connection therewith; and

                  (v)      a monthly online summary (the "Online Portfolio
         Summary") containing a report (the "Portfolio Summary"), which sets
         forth, on a loan-by-loan basis, as to each Mortgage Loan (including
         Mortgage Loans underlying the Mortgage Participations) as of the most
         recent due date for such Mortgage Loan, among other things, (a) the
         unpaid principal balance, after application of all payments due on or
         before such due date, whether or not received, (b) the mortgage
         interest rate, and (c) the maturity date as such may have been extended
         in connection with any modification of such loan.

                  (c)      Bond Owners who have certified to the Indenture
Trustee as to their Ownership Interest of any Book-Entry Bond may also obtain
copies of any of the statements, reports and other information delivered to
Bondholders pursuant to Sections 8(a), 11(a) and 11(b).

                  (d)      Within 60 days after the end of each calendar year,
the Indenture Trustee shall furnish to each Person who at any time during the
calendar year was a Holder of a Bond a statement containing information
regarding payments of principal, interest and other amounts on such Person's
Bonds, aggregated for such calendar year or the applicable portion thereof
during which such person was a Bondholder. Such obligation shall be deemed to
have been satisfied to the extent that substantially comparable information is
provided pursuant to any requirements of the Code as are from time to time in
force.

                  SECTION 12.       Certain Communications with the Rating
Agency.


<PAGE>

     The Indenture  Trustee shall send, in the case of all material  items,  and
shall  endeavor  to  send,  in the  case  of all  other  items,  a copy  of each
supplement,  notice,  certificate,  request,  demand,  financial  statement  and
amortization  schedule sent by it or received by it pursuant to or in connection
with  the  Indenture  or the  Trust  Estate  or any  part  thereof,  other  than
statements of the Indenture Trustee's fees and expenses sent by it to the Issuer
and any other communications of a similarly solely  administrative nature in the
Indenture Trustee's sole opinion, to the Rating Agency.

                  SECTION 13.       Access to Certain Documentation and
Information with respect to this Indenture.

                  (a)      The Indenture Trustee shall provide to the Issuer,
the Manager, the Bondholders and the Rating Agency access to all reports,
statements, certificates, documents and records maintained by the Indenture
Trustee in respect of its duties hereunder, such access being afforded without
charge but only upon reasonable written request and during normal business hours
at offices designated by the Indenture Trustee. Upon the written request of any
Bondholder, the Indenture Trustee shall promptly seek to obtain (and, upon
obtaining, shall promptly deliver to the requesting Bondholder) any reports,
statements, certificates, documents, records and/or other information available
to it as owner of the Pledged Securities under the respective Pledged Security
Agreements; provided that if it must pay any fee or other charge under any
Pledged Security Agreement in connection therewith, it may in turn require the
requesting Bondholder to pay such fee or other charge.

                  (b)      Promptly following the first sale of a Bond of any
Class to an Independent third party, the Issuer shall provide to the Indenture
Trustee three copies of any private placement memorandum or other disclosure
document used by the Issuer or their Affiliates in connection with the offer and
sale of such Class of Bonds, in each case in a form suitable for copying. 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 Indenture Trustee, the Issuer promptly shall inform the Indenture Trustee of
such event and shall deliver to the Indenture Trustee three copies of the
private placement memorandum or disclosure document, as revised, amended or
supplemented. Upon the written request of the Issuer, the Rating Agency or any
Bondholder, Bond Owner (provided that it has certified to the Indenture Trustee
as to its Ownership Interest in a Book-Entry Bond) or prospective purchaser of a
Bond or interest therein identified to the Indenture Trustee by a Bondholder or
Bond Owner, the Indenture Trustee as soon as reasonably practicable, shall
provide such Person with copies (at their expense) of (i) this Indenture and the
Pledged Security Agreements and any supplements or amendments hereto or thereto,
(ii) all Payment Date Statements, Pledged Security Reports, Delinquency Reports,
Specially Serviced Mortgage Loan Reports, Modified Loan Reports, Realized Loss
Reports, Portfolio Summaries and other information items required (or, upon
request, available) to be forwarded to Bondholders since the Closing Date
pursuant to Section 8 and/or Section 11, (iii) agreements governing the issuance
of the CMM 96-C1 Pledged Certificates, and (iv) any private placement memoranda
or other disclosure documents relating to the Bonds, in each such case in the
form most recently provided to the Indenture Trustee, accompanied by any
appropriate written disclaimers relating to the Indenture Trustee's lack of


<PAGE>

responsibility for the information contained therein and relating to the
potential staleness of the Mortgage Loan information contained therein.

                  (c)      The Indenture Trustee will make available, upon
reasonable advance notice and at the expense of the requesting party, copies of
the items referred to in Section 11(b) hereof to any Bondholder or Bond Owner
and to prospective purchasers of Bonds or interests therein; provided that the
Indenture Trustee will require (a) in the case of a Bond Owner of Book-Entry
Bonds, a confirmation executed by the requesting Person in form reasonably
acceptable to the Indenture Trustee generally to the effect that such Person is
a beneficial owner of Book-Entry Bonds, is requesting the information solely for
use in evaluating such person's or entity's investment in such Book-Entry Bonds
and will otherwise keep such information confidential and (b) in the case of a
prospective purchaser, a confirmation executed by the requesting Person in form
reasonably acceptable to the Indenture Trustee generally to the effect that such
Person is a prospective purchaser of Bonds or interests therein, is requesting
the information solely for use in evaluating a possible investment in Bonds and
will otherwise keep such information confidential. Holders of Definitive Bonds,
by their acceptance thereof, will be deemed to have agreed to keep such
information confidential.

                  SECTION 14.       Restrictions on Transfer of Bonds.

                  (a)      No transfer, sale, pledge or other disposition of
any Non-Registered Bond or interest therein shall be made unless that transfer,
sale, pledge or other disposition is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable state
securities laws, or is otherwise made in accordance with the Securities Act and
such state securities laws. If a transfer of any Non-Registered Bond which is a
Definitive Bond is to be made without registration under the Securities Act
(other than in connection with the initial issuance thereof or a transfer
thereof by the Issuer or one of its Affiliates), then the Bond Registrar shall
refuse to register such transfer unless it receives (and upon receipt, it may
conclusively rely upon): (i) a certificate from the Bondholder desiring to
effect such transfer substantially in the form attached as Exhibit C-1A hereto;
or (ii) a certificate from the Bondholder desiring to effect such transfer
substantially in the form attached as Exhibit C-1B hereto and a certificate from
such Bondholder's prospective Transferee substantially in the form attached as
Exhibit C-2A hereto; or (iii) an Opinion of Counsel satisfactory to the
Indenture Trustee to the effect that such transfer may be made without
registration under the Securities Act (it being understood that the counsel
rendering such Opinion of Counsel shall take into consideration, among other
things, any posting by the Bondholder desiring to effect such transfer, any
agent of such Bondholder or any affiliate of such Bondholder or such agent of
information relating to the Bonds, the Trust Estate and the Issuer on the
Bloomberg Financial Markets system, the Datapoint system or any similar system)
(which Opinion of Counsel shall not be an expense of the Trust Estate or of the
Issuer, the Manager, the Owner Trustee, the Indenture Trustee or the Bond
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective Transferee
on which such Opinion of Counsel is based. If a transfer of any interest in a
Non-Registered Bond which is a Book-Entry Bond is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Bonds or a transfer of any interest therein by the
Issuer or

<PAGE>

one of its  Affiliates),  then  the  Bond  Owner  of such  Book-Entry  Bond
desiring to effect such transfer must obtain from such Bond Owner's  prospective
transferee  a  certificate  substantially  in the form  attached as Exhibit C-2B
hereto. None of the Issuer, the Depositor,  the Indenture Trustee,  the Manager,
the Owner Trustee or the Bond  Registrar is obligated to register or qualify any
Class of  Non-Registered  Bonds 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 Bond or interest therein without registration
or  qualification.  Any Holder of a  Non-Registered  Bond  desiring  to effect a
transfer of such  Non-Registered Bond or interest therein shall, and does hereby
agree to, indemnify,  the Issuer, the Manager,  the Owner Trustee,  the Company,
the Indenture  Trustee and the Bond  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.

     As of the Closing Date,  the Class A-1,  Class A-2, Class B, Class C, Class
D-1,  Class D-2,  Class E,  Class F,  Class G, Class H-1,  Class H-2 and Class J
Bonds will constitute Non-Registered Bonds.

                  (b)      Any beneficial owner of a Class A-1, Class A-2,
Class B or Class C Bond which is a Book-Entry Bond that desires to transfer its
interest therein shall be required to obtain from its prospective transferee,
and the Bond Registrar shall refuse to register the transfer of a Class A-1,
Class A-2, Class B or Class C Bond which is a Definitive Bond unless it receives
from the prospective transferee, a certification generally to the effect that
either (A) such transferee is not (i) an employee benefit plan (as defined in
Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a plan (as
defined in Section 4975 of the Code) that is subject to Section 4975 of the
Code, or (iii) an entity deemed for any purpose of ERISA or Section 4975 of the
Code to hold assets of any such employee benefit plan or plan, including without
limitation, as applicable, an insurance company general account (each of (i),
(ii) and (iii), a "Plan"), and is not directly or indirectly purchasing such
Bonds or interests therein being transferred to it, on behalf of, for the
benefit of, or otherwise using assets of a Plan or (B) the purchase and holding
of such Bonds or interests therein being transferred to it does not and will not
constitute or otherwise result in a non-exempt "prohibited transaction" under,
and as defined in , Section 406 of ERISA or Section 4975 of the Code, by reason
of the application of one or more statutory or administrative exemptions.

     No transfer of any Class D-1,  Class D-2,  Class E, Class F, Class G, Class
H-1,  Class H-2 or Class J Bond or any interest  therein shall be made to a Plan
or to any Person who is directly or indirectly  purchasing such Bond or interest
therein on behalf of, as named  fiduciary of, as trustee of, or with assets of a
Plan,  unless  the  prospective  Transferee  of such  Bond or  interest  therein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of a Book-Entry Bond)
that  the  purchase  and  holding  of such  Bond or  interest  therein  will not
constitute  or result in a  non-exempt  prohibited  transaction  under  ERISA or
Section  4975 of the Code or result  in the  imposition  of an excise  tax under
Section  4975 of the Code and will not subject the  Issuer,  the Owner  Trustee,
Manager,  the  Company,  the Bond  Registrar  or the  Indenture  Trustee  to any
obligation in addition to those undertaken in this Indenture.


<PAGE>

     Each Person who acquires any Class D-1,  Class D-2, Class E, Class F, Class
G, Class H-1,  Class H-2 or Class J Bond or  interest  therein  (unless it shall
have delivered to the Bond Registrar a certification  of facts and an Opinion of
Counsel as described in preceding paragraph) shall be deemed to have represented
and  warranted  to and for the benefit of the  Issuer,  the Owner  Trustee,  the
Manager,  the Company, the Bond Registrar and the Indenture Trustee that either:
(i) it is neither a Plan nor any Person who is directly or indirectly purchasing
such Bond or interest  therein on behalf of, as named  fiduciary  of, as trustee
of, or with assets of a Plan;  or (ii) the  purchase and holding of such Bond or
any interest therein by or on behalf of, or with assets of, such Person will not
result in any non-exempt  prohibited  transaction under ERISA or Section 4975 of
the Code or the imposition of an excise tax under Section 4975 of the Code (and,
will not subject the Issuer, the Owner Trustee,  the Manager,  the Company,  the
Bond  Registrar or the Indenture  Trustee to any obligation in addition to those
undertaken in the Indenture).

                  (c)      No transfer of any Class A-1, Class A-2, Class B or
Class C Bond not purchased by the Initial Purchasers pursuant to the Purchase
Agreement, any Class D-1, Class D-2, Class E, Class F, Class G, Class H-1, Class
H-2 or Class J Bond, any Owner Trust Certificates or any interest in any of the
foregoing shall be made by CRIIMI MAE or any subsidiary thereof unless, (i) in
the case of any such Bonds, the Indenture Trustee shall have received an Opinion
of Counsel to the effect that any such Bonds to be transferred would be
characterized as indebtedness for federal income tax purposes upon the transfer
thereof, or (ii) the Indenture Trustee shall have received an Opinion of Counsel
to the effect that such transfer will not cause the Issuer to be subject to an
entity-level federal income tax to which REITs and QRSs are not otherwise
subject; provided that (x) the Bonds may be pledged by CRIIMI MAE or any
subsidiary thereof to secure indebtedness of CRIIMI MAE or such subsidiary and
may be the subject of repurchase agreements treated as secured indebtedness of
CRIIMI MAE or a subsidiary thereof for federal income tax purposes and (y) no
such Opinion of Counsel shall be required in connection with the sale of any
such Bonds by the related lender upon a default under any such indebtedness.

                  (d)      If a Person is acquiring any Bond or interest
therein as a fiduciary or agent for one or more accounts, such Person shall be
required to deliver to the Bond Registrar (or, in the case of an interest in
such a Bond that constitutes a Book-Entry Bond, to the Bond Owner that is
transferring such interest) a certification to the effect that, and such other
evidence as may be reasonably required by the Indenture Trustee (or such Bond
Owner) to confirm that, it has (i) sole investment discretion with respect to
each such account and (ii) full power to make the foregoing acknowledgments,
representations, warranties, certifications and agreements with respect to each
such account as set forth in subsections (a) and (b), as applicable, of this
Section 14.

                  SECTION 15.Bond Account.

                  (a)      On or prior to the date hereof, the Indenture
Trustee shall establish (and, at all times thereafter, the Indenture Trustee
shall maintain) the Bond Account for the Bonds. The Bond Account shall consist
solely of one or more Eligible Accounts established and maintained in the name
of the Indenture Trustee (in such capacity) and, in each case, bearing a
designation

<PAGE>

clearly  indicating that such account and all funds  deposited  therein are
held for the exclusive  benefit of the Bondholders  and,  subject to the lien of
this Indenture, the Issuer.

     The  Indenture  Trustee  shall deposit or cause to be deposited in the Bond
Account,  upon receipt,  (i) any and all payments and other collections received
on or in respect of the Pledged Securities subsequent to the commencement of the
initial  Collection  Period and (ii) any amounts required to be deposited by the
Indenture Trustee in connection with losses incurred with respect to investments
of funds held in the Bond  Account.  Except as provided in this  Indenture,  the
Indenture  Trustee,  in accordance with the terms of this Indenture,  shall have
exclusive control and sole right of withdrawal with respect to the Bond Account.
Funds in the Bond Account  shall not be commingled  with any other  monies.  All
monies deposited from time to time in the Bond Account (including any securities
or instruments in which such monies are invested) shall be held by and under the
control of the  Indenture  Trustee in the Bond  Account  for the  benefit of the
Bondholders  and the  Issuer as herein  provided;  provided,  however,  that all
income  and gain,  if any,  from  monies or  investments  on deposit in the Bond
Account shall constitute  additional  compensation for the Indenture Trustee and
shall be subject to  withdrawal  by it from time to time.  Any losses  resulting
from or arising in  connection  with  investments  of funds in the Bond  Account
shall be for the account of the Indenture  Trustee (who shall  promptly  deposit
into the Bond Account the amount of any such losses).

                  (b)      All of the funds on deposit in the Bond Account may
be invested and reinvested by the Indenture Trustee in one or more Permitted
Investments, subject to the following requirements:

                  (i)      such  Permitted  Investments  shall  mature not later
         than one Business Day prior to the next Payment Date;

                  (ii)     the  securities  purchased  with the  monies in the
         Bond  Account  shall be deemed to befunds deposited in the Bond
         Account;

                  (iii)    each such Permitted Investment shall be made in the
         name of the Indenture Trustee (in its capacity as such) or in the name
         of a nominee of the Indenture Trustee under the Indenture Trustee's
         complete and exclusive dominion and control (or, if applicable law
         provides for perfection of pledges of an instrument not evidenced by a
         certificate or other instrument through registration of such pledge on
         books maintained by or on behalf of the issuer of such investment, a
         Permitted Investment may be made in such instrument notwithstanding
         that such instrument is not under the dominion and control of the
         Indenture Trustee, provided that such pledge is so registered);

                  (iv)     the  Indenture  Trustee  shall have the sole  control
         over such  investment,  the income thereon and the proceeds thereof;

                  (v)      other than the investments described in the second
         parenthetical phrase in clause (iii) above, any certificate or other
         instrument evidencing such investment shall be delivered directly to
         the Indenture Trustee or its agent; and


<PAGE>

                  (vi)     the proceeds of each investment shall be remitted
         by the purchaser thereof directly to the Indenture Trustee for deposit
         in the Bond Account, subject to withdrawal by the Indenture Trustee as
         provided herein.

                  (c)      Unless the Bonds have been declared due and payable
pursuant to Section 5.02 of the Standard Indenture Provisions and payments and
other collections from the Trust Estate are being applied pursuant to Section
5.06 of the Standard Indenture Provisions, the Indenture Trustee is authorized
to make withdrawals from the Bond Account (the order set forth hereafter not
constituting an order of priority for such withdrawals) (i) to make payments on
the Bonds as provided herein, (ii) to pay itself interest and other income
earned on funds on deposit in the Bond Account, (iii) to pay all Administrative
Expenses and Extraordinary Expenses in respect of the Issuer or the Trust
Estate, and (iv) to withdraw any amounts deposited in the Bond Account in error.

                  SECTION 16.  Payments on the Bonds.

                  (a)      All payments of interest, principal and other
amounts made with respect to any Class of Bonds will be allocated pro rata among
the Outstanding Bonds of such Class based on the respective Principal Amounts
thereof.

                  (b)      On each Payment Date, unless the Bonds have been
declared due and payable pursuant to Section 5.02 of the Standard Indenture
Provisions and payments and other collections from the Trust Estate are being
applied pursuant to Section 5.06 of the Standard Indenture Provisions, the
Indenture Trustee shall withdraw from the Bond Account and apply the Available
Funds for such Payment Date among the respective Classes of Bondholders and the
Issuer for the following purposes and in the following order of priority, in
each case to the extent of remaining funds:

                  (i)      to make payments of interest to the Holders of the
         Class A Bonds, pro rata as between the two Classes of Class A
         Bondholders based on entitlement, up to an amount equal to all Accrued
         Bond Interest in respect of each such Class of Bonds for the related
         Interest Accrual Period and, to the extent not previously paid, for all
         prior Interest Accrual Periods;

                  (ii)     to make payments of principal to the Holders of the
         Class A-1 Bonds, up to an amount equal to the lesser of (a) the then
         Aggregate Principal Amount of the Class A-1 Bonds and (b) the Principal
         Payment Amount for such Payment Date;

                  (iii)    after the Aggregate Principal Amount of the Class
         A-1 Bonds has been reduced to zero, to make payments of principal to
         the Holders of the Class A-2 Bonds, up to an amount equal to the lesser
         of (a) the then Aggregate Principal Amount of the Class A-2 Bonds and
         (b) the excess, if any, of the Principal Payment Amount for such
         Payment Date over any amounts paid on such Payment Date in retirement
         of the Class A-1 Bonds pursuant clause (ii) above;

                  (iv)     to make any payments of interest to the Holders of
         the Class B Bonds, up to an amount equal to all Accrued Bond Interest
         in respect of such Class of Bonds for the
<PAGE>

         related Interest Accrual Period and, to the extent not previously paid,
         for all prior Interest Accrual Periods;

                  (v)      after the Aggregate Principal Amount of the Class A
         Bonds has been reduced to zero, to make payments of principal to the
         Holders of the Class B Bonds, up to an amount equal to the lesser of
         (a) the then Aggregate Principal Amount of the Class B Bonds and (b)
         the excess, if any, of the Principal Payment Amount for such Payment
         Date over any amounts paid on such Payment Date in retirement of the
         Class A Bonds pursuant to clauses (ii) and (iii) above;

                  (vi)     to make payments of interest to the Holders of the
         Class C Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (vii)    after the Aggregate Principal Amount of the Class A
         and Class B Bonds has been reduced to zero, to make payments of
         principal to the Holders of the Class C Bonds, up to an amount equal to
         the lesser of (a) the then Aggregate Principal Amount of the Class C
         Bonds and (b) the excess, if any, of the Principal Payment Amount for
         such Payment Date over any amounts paid on such Payment Date in
         retirement of the Class A and/or Class B Bonds pursuant to clauses
         (ii), (iii) and (v) above;

                  (viii)   to make payments of interest to the Holders of the
         Class D-1 and Class D-2 Bonds, pro rata between the two Classes of
         Class D Bondholders based on entitlement, up to an amount equal to all
         Accrued Bond Interest in respect of each such Class of Bonds for the
         related Interest Accrual Period and, to the extent not previously paid,
         for all prior Interest Accrual Periods;

                  (ix)     after the Aggregate Principal Amount of the Class
         A, Class B and Class C Bonds has been reduced to zero, to make payments
         of principal to the Holders of the Class D-1 Bonds, up to an amount
         equal to the lesser of (a) the then Aggregate Principal Amount of the
         Class D-1 Bonds and (b) the excess, if any, of the Principal Payment
         Amount for such Payment Date over any amounts paid on such Payment Date
         in retirement of the Class A, Class B and/or Class C Bonds pursuant to
         clauses (ii), (iii), (v) and (vii) above;

                  (x)      after the Aggregate Principal Amount of the Class
         A, Class B, Class C and Class D-1 Bonds has been reduced to zero, to
         make payments of principal to the Holders of the Class D-2 Bonds, up to
         an amount equal to the lesser of (a) the then Aggregate Principal
         Amount of the Class D-2 Bonds and (b) the excess, if any, of the
         Principal Payment Amount for such Payment Date over any amounts paid on
         such Payment Date in retirement of the Class A, Class B, Class C and/or
         Class D-1 Bonds pursuant to clauses (ii), (iii), (v), (vii) and (ix)
         above;

                  (xi)     to make payments of interest to the Holders of the
         Class E Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the

<PAGE>

         related Interest Accrual Period and, to the extent not previously paid,
         for all prior Interest Accrual Periods;

                  (xii)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C and Class D Bonds has been reduced to zero, to make
         payments of principal to the Holders of the Class E Bonds, up to an
         amount equal to the lesser of (a) the then Aggregate Principal Amount
         of the Class E Bonds and (b) the excess, if any, of the Principal
         Payment Amount for such Payment Date over any amounts paid on such
         Payment Date in retirement of the Class A, Class B, Class C and/or
         Class D Bonds pursuant to clauses (ii), (iii), (v), (vii), (ix) and (x)
         above;

                  (xiii)   to make payments of interest to the Holders of the
         Class F Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (xiv)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D and Class E Bonds has been reduced to
         zero, to make payments of principal to Holders of the Class F Bonds, up
         to an amount equal to the lesser of (a) the then Aggregate Principal
         Amount of the Class F Bonds and (b) the excess, if any, of the
         Principal Payment Amount for such Payment Date over any amounts paid on
         such Payment Date in retirement of the Class A, Class B, Class C, Class
         D and/or Class E Bonds pursuant to clauses (ii), (iii), (v), (vii),
         (ix), (x) and (xii) above;

                  (xv)     to make payments of interest to the Holders of the
         Class G Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (xvi)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D, Class E and Class F Bonds has been
         reduced to zero, to make payments of principal to the Holders of the
         Class G Bonds, up to an amount equal to the lesser of (a) the then
         Aggregate Principal Amount of the Class G Bonds and (b) the excess, if
         any, of the Principal Payment Amount for such Payment Date over any
         amounts paid on such Payment Date in retirement of the Class A, Class
         B, Class C, Class D, Class E and/or Class F Bonds pursuant to clauses
         (ii), (iii), (v), (vii), (ix), (x), (xii) and (xiv) above;

                  (xvii)   to make payments of interest to the Holders of the
         Class H-1 and Class H-2 Bonds, pro rata between the two Classes of
         Class H Bondholders based on entitlement, up to an amount equal to all
         Accrued Bond Interest in respect of each such Class of Bonds for the
         related Interest Accrual Period and, to the extent not previously paid,
         for all prior Interest Accrual Periods;

                  (xviii) after the Aggregate Principal Amount of the Class A,
         Class B, Class C, Class D, Class E, Class F and Class G Bonds has been
         reduced to zero, to make payments of principal to the Holders of the
         Class H-1 Bonds up to an amount equal to the lesser of

<PAGE>

         (a) the then Aggregate Principal Amount of the Class H-1 Bonds and
         (b) the excess, if any, of the Principal Payment Amount for such
         Payment Date over any amounts paid on such Payment Date in retirement
         of the Class A, Class B, Class C, Class D, Class E, Class F and/or
         Class G Bonds pursuant to clauses (ii), (iii), (v), (vii), (ix), (x),
         (xii), (xiv) and (xvi) above;

                  (xix)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D, Class E, Class F, Class G and Class H-1
         Bonds has been reduced to zero, to make payments of principal to the
         Holders of the Class H-2 Bonds, up to an amount equal to the lesser of
         (a) the then Aggregate Principal Amount of the Class H-2 Bonds and (b)
         the excess, if any, of the Principal Payment Amount for such Payment
         Date over any amounts paid on such Payment Date in retirement of the
         Class A, Class B, Class C, Class D, Class E, Class F, Class G and/or
         Class H-1 Bonds pursuant to clauses (ii), (iii), (v), (vii), (ix), (x),
         (xii), (xiv), (xvi) and (xviii) above;

                  (xx)     to make payments of interest to the Holders of the
         Class J Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (xxi)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D, Class E, Class F, Class G and Class H
         Bonds has been reduced to zero, to make payments of principal to the
         Holders of the Class J Bonds, up to an amount equal to the lesser of
         (a) the then Aggregate Principal Amount of the Class J Bonds and (b)
         the excess, if any, of the Principal Payment Amount for such Payment
         Date over any amounts paid on such Payment Date in retirement of the
         Class A, Class B, Class C, Class D, Class E, Class F, Class G and/or
         Class H Bonds pursuant to clauses (ii), (iii), (v), (vii), (ix), (x),
         (xii), (xiv), (xvi), (xiv), (xvi), (xviii) and (xix) above;

                  (xxii)   if, after giving effect to the payments of
         principal on the Bonds contemplated by clauses (ii), (iii), (v), (vii),
         (ix), (x), (xii), (xiv), (xvi), (xviii), (xix) and (xxi) above, the
         Aggregate Principal Amount of all the Bonds exceeds the then Aggregate
         Collateral Principal Amount, then to make payments of principal to the
         Holders of Class A Bonds (allocable as between the two Classes of Class
         A Bondholders on a pro rata basis in accordance with the respective
         Aggregate Principal Amounts of their Bonds), the Class B Bonds, the
         Class C Bonds, the Class D Bonds (allocable as between the two Classes
         of Class D Bondholders on a pro rata basis in accordance with the
         respective Aggregate Principal Amounts of their Bonds), the Class E
         Bonds, the Class F Bonds, the Class G Bonds, the Class H Bonds
         (allocable as between the two Classes of Class H Bondholders on a pro
         rata basis in accordance with the respective Aggregate Principal
         Amounts of their Bonds) and the Class J Bonds, in that order, in
         respect of principal, until (in the case of each such Class or pair of
         Classes of Bonds on which payments of principal are so made) such
         excess (or the Aggregate Principal Amount of such Class or Classes of
         Bonds) is reduced to zero (whichever occurs first); and


<PAGE>

                  (xxiii)  to or at the  direction  of the Issuer to the extent
         of any  remaining  Available  Funds for such Payment Date;

provided that, if the aggregate of the Net Aggregate Principal Amounts of the
Subordinate Bonds has been reduced to zero, then the payment of principal to the
Holders of the Class A Bonds contemplated by clauses (ii) and (iii) above will
instead be made on a pro rata basis between the two Classes of Class A
Bondholders based on the respective Aggregate Principal Amounts of the two
Classes of Class A Bonds, up to the Aggregate Principal Amount of each Class of
Class A Bonds.

                  (c)      On each Payment Date, if the Bonds have been
declared due and payable pursuant to Section 5.02 of the Standard Indenture
Provisions following an Issuer Event of Default, such declaration and its
consequences have not been rescinded and annulled and payments and other
collections from the Trust Estate are being applied pursuant to Section 5.06 of
the Standard Indenture Provisions, any such payments or other collections
allocable to payments on the Bonds on such date in accordance with such Section
5.06 of the Standard Indenture Provisions will be applied for the following
purposes and in the following order of priority, in each case to the extent of
remaining funds:

                  (i)      to make payments of interest to the Holders of the
         Class A Bonds, pro rata as between the two Classes of Class A
         Bondholders based on entitlement, up to an amount equal to all Accrued
         Bond Interest in respect of each such Class of Bonds for the related
         Interest Accrual Period and, to the extent not previously paid, for all
         prior Interest Accrual Periods;

                  (ii)     to make payments of principal to the Holders of the
         Class A Bonds, pro rata as between the two Classes of Class A
         Bondholders based on the respective Aggregate Principal Amounts of
         their Bonds, until such Bonds are retired;

                  (iii)    to make payments of interest to the Holders of the
         Class B Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (iv)     after the Aggregate Principal Amount of the Class A
         Bonds has been reduced to zero, to make payments of principal to the
         Holders of the Class B Bonds, until such Bonds are retired;

                  (v)      to make payments of interest to the Holders of the
         Class C Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (vi)     after the Aggregate Principal Amount of the Class A
         and Class B Bonds has been reduced to zero, to make payments of
         principal to the Holders of the Class C Bonds, until such Bonds are
         retired;


<PAGE>

                  (vii)    to make payments of interest to the Holders of the
         Class D Bonds, pro rata as between the two Classes of Class D
         Bondholders based on entitlement, up to an amount equal to all Accrued
         Bond Interest in respect of each such Class of Bonds for the related
         Interest Accrual Period and, to the extent not previously paid, for all
         prior Interest Accrual Periods;

                  (viii)   after the Aggregate Principal Amount of the Class
         A, Class B and Class C Bonds has been reduced to zero, to make payments
         of principal to the Holders of the Class D Bonds, pro rata as between
         the two Classes of Class D Bondholders based on the respective
         Aggregate Principal Amounts of their Bonds, until such Bonds are
         retired;

                  (ix)     to make payments of interest to the Holders of the
         Class E Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (x)      after the Aggregate Principal Amount of the Class
         A, Class B, Class C and Class D Bonds has been reduced to zero, to make
         payments of principal to the Holders of the Class E Bonds, until such
         Bonds are retired;

                  (xi)     to make payments of interest to the Holders of the
         Class F Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (xii)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D and Class E Bonds has been reduced to
         zero, to make payments of principal to the Holders of the Class F
         Bonds, until such Bonds are retired;

                  (xiii)   to make payments of interest to the Holders of the
         Class G Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods;

                  (xiv)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D, Class E and Class F Bonds has been
         reduced to zero, to make payments of principal to the Holders of the
         Class G Bonds, until such Bonds are retired;

                  (xv)     to make payments of interest to the Holders of the
         Class H Bonds, pro rata between the two Classes of Class H Bondholders
         based on entitlement, up to an amount equal to all Accrued Bond
         Interest in respect of each such Class of Bonds for the related
         Interest Accrual Period and, to the extent not previously paid, for all
         prior Interest Accrual Periods;

                  (xvi)    after the Aggregate Principal Amount of the Class
         A, Class B, Class C, Class D, Class E, Class F and Class G Bonds has
         been reduced to zero, to make payments of principal to the Holders of
         the Class H Bonds, pro rata as between the two Classes of

<PAGE>

         Class H Bondholders based on the respective Aggregate Principal Amounts
         of their Bonds, until such Bonds are retired;

                  (xvii)   to make payments of interest to the Holders of the
         Class J Bonds, up to an amount equal to all Accrued Bond Interest in
         respect of such Class of Bonds for the related Interest Accrual Period
         and, to the extent not previously paid, for all prior Interest Accrual
         Periods; and

                  (xviii) after the Aggregate Principal Amount of the Class A,
         Class B, Class C, Class D, Class E, Class F, Class G and Class H Bonds
         has been reduced to zero, to make payments of principal to the Holders
         of the Class J Bonds, until such Bonds are retired.

                  (d)      Until such time as the Indenture Trustee receives
contrary instructions from the Owner Trustee in writing, the Indenture Trustee
is hereby authorized and agrees to make all payments that are to be made to or
at the direction of the Issuer pursuant to either subsection (b) of this Section
16 or pursuant to Section 5.06 of the Standard Indenture Provisions directly to
the Company as the sole holder of all the Owner Trust Certificates, by wire
transfer in accordance with written wiring instructions provided by the
Depositor. This Section 16(d) shall constitute a direction made by the Owner
Trustee in accordance with Section 4.1 of the Deposit Trust Agreement, and all
payments made pursuant to this Section 16(d) shall constitute distributions made
pursuant to Sections 4.1 and 4.2 of the Deposit Trust Agreement. The Indenture
Trustee agrees to accept and act in accordance with such alternative payment
instructions with respect to monies payable to or at the direction of the Issuer
as the Owner Trustee shall provide in writing no less than five Business Days
prior to the related Payment Date. In connection with making any payments
pursuant to this Section 16(d), the Indenture Trustee shall promptly provide to
the Owner Trustee and the Manager by facsimile transmission and first-class
mail, postage prepaid, a written statement detailing the amounts so paid.

                  (e)      There will be no Credit Support Agreements, Cash
Flow Agreements, Servicing and Administration Agreements or Reserve Funds with
respect to the Bonds and, accordingly, the provisions of the Standard Indenture
Provisions that relate to such agreements and funds will be inapplicable solely
with respect to the Bonds.

                  SECTION 17.  Optional Redemption of the Bonds.

                  (a)      Provided that no Issuer Event of Default has
occurred and is continuing, the Issuer may, at its option, pursuant to Section
10.01 of the Standard Indenture Provisions, redeem Bonds of any Class (other
than the Class A-2 Bonds), in whole but not in part, at the Redemption Price
therefor, on any Payment Date as of which the Aggregate Principal Amount of such
Class is less than 15% of the initial aggregate Principal Amount thereof and in
any event subject to and in accordance with Article X of the Standard Indenture
Provisions. The Class A-2 Bonds shall not be subject to optional redemption.
Notwithstanding anything herein to the contrary, the Issuer may at any time
irrevocably waive its right to redeem any Class of Bonds (other than the Class
A-2 Bonds).

<PAGE>

                  (b)      On any Redemption Date, following the payments to
be made on such date pursuant to Section 16(b), the Indenture Trustee shall
withdraw from the Bond Account and, subject to Section 2.07(e) of the Standard
Indenture Provisions, pay to the Holders of the Bonds to be redeemed the full
Redemption Price therefor.

                  SECTION 18.  Additional Negative Covenants and Issuer Events
of Default.

                  (a)      In addition to the negative covenants contained in
Section 3.11 of the Standard Indenture Provisions, the Issuer shall not: (i)
issue any other Series if such issuance, as confirmed in writing by the Rating
Agency, would result in an Adverse Rating Event with respect to any Class of
Bonds; or (ii) act in a manner that would endanger its status as a QRS.

                  (b)      In addition to the requirements for a Successor
Person set forth in Section 3.13(a)(i), such Successor Person must be a QRS.

                  (c)      In addition to the Issuer Events of Default
contained in Section 5.01 of the Standard Indenture Provisions, the following
shall be Issuer Events of Default:

                  (i)      if the Issuer ceases to be a QRS for 60 consecutive
         days;

                  (ii)     the entry by a court having jurisdiction over any
         Issuer Owner of (A) a decree or order for relief in respect of such
         Issuer Owner in an involuntary case or proceeding under any applicable
         federal or state delinquency, bankruptcy, insolvency, reorganization or
         other similar law or (B) a decree or order adjudging such Issuer Owner
         as bankrupt or insolvent, or approving as properly filed a petition
         seeking reorganization, arrangement, adjustment or composition of or in
         respect of such Issuer Owner under any applicable federal or state law,
         or appointing a custodian, receiver, liquidator, assignee, trustee,
         sequestrator or other similar official of or for such Issuer Owner or
         of any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order for relief or any such other decree or order not stayed or
         dismissed and in effect for a period of more than ninety (90)
         consecutive days; and

                  (iii)    the commencement by any Issuer Owner of a voluntary
         case or proceeding under any applicable federal or state delinquency,
         bankruptcy, insolvency, reorganization or other similar law or of any
         other case or proceeding to be adjudicated a bankrupt or insolvent, or
         the consent by any Issuer Owner to the entry of a decree or order for
         relief in respect of such Issuer Owner in an involuntary case or
         proceeding under any applicable federal or state bankruptcy,
         insolvency, reorganization or other similar law or to the commencement
         of any bankruptcy or insolvency case or proceeding against it, or the
         filing by any Issuer Owner of a petition or answer or consent seeking
         reorganization or relief under any applicable federal or state law, or
         the consent by any Issuer Owner to the filing of such petition or to
         the appointment of or taking possession by a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or similar official of or
         for such Issuer Owner or of any substantial part of its property, or
         the making by any Issuer Owner of an assignment for the benefit of
         creditors, or the admission by any Issuer Owner in writing

<PAGE>
         of its inability to pay its debts generally as they become due, or the
         taking of corporate action by any Issuer Owner in furtherance of any
         such action.

                  SECTION 19.  Incorporation  of the Standard  Indenture
Provisions  by  Reference;  Amendment and Ratification of Standard Indenture
Provisions.

                  (a)      The Standard Indenture Provisions, as amended by
Section 19(b), are incorporated herein in their entirety by this reference to
the extent that (other than with respect to Section 12.07 of the Standard
Indenture Provisions) they do not conflict with any express term or condition
hereof and unless otherwise explicitly stated herein to the contrary. This
Indenture has not been qualified under the TIA.

                  (b)      Insofar as they relate to the Bonds being issued
under this Terms Indenture (but only insofar as they relate to such Bonds) the
Standard Indenture Provisions are hereby amended as follows:

                  (i)      Any capitalized term that is defined both in this
         Terms Indenture and in the Standard Indenture Provisions shall have the
         meaning assigned to it in this Terms Indenture.

                  (ii)     References to "66-2/3%" in Sections 5.04 and 5.12 of
         the Standard  Indenture  Provisions are hereby changed to "a majority".

                  (iii)    The second paragraph of Section 5.05 of the
         Standard Indenture Provisions and all references to the application of
         funds in accordance with Section 5.05 of the Standard Indenture
         Provisions are hereby deleted.

                  (c)      Subject to Sections 19(a) and 19(b),     the
Standard   Indenture   Provisions,    as incorporated into and amended by
this Terms Indenture, are in all respects ratified and confirmed, and this Terms
Indenture and the Standard Indenture Provisions (as so incorporated and amended)
together shall be read, taken and construed as one and the same instrument.

                  SECTION 20.  Certain Matters Regarding the Indenture Trustee.

                  (a)      As of the Closing Date, the Corporate Trust Office
is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60674-4107.

                  (b)      As compensation pursuant to Section 6.07 of the
Standard Indenture Provisions, the Indenture Trustee shall be entitled to the
Indenture Trustee Fee.

                  (c)      In addition to the eligibility requirements set
forth in Section 6.08 of the Standard Indenture Provisions, the Indenture
Trustee must have (i) a combined capital, surplus and undivided profits of at
least $50,000,000 and (ii) a long-term unsecured debt rating of at least "A" (or
the equivalent) from the Rating Agency, must meet the requirements of Section
26(a)(1) of the Investment Company Act and shall not be an Affiliate of the
Issuer or of any Person involved in the organization or operation of the Issuer.

<PAGE>

                  (d)      The Indenture  Trustee hereby  represents and
warrants to the Issuer and for the benefit of the Bondholders that:

                  (i)      it is a banking  organization  duly formed,  validly
         existing and in good standing under federal law;

                  (ii)     it is duly authorized under applicable federal law,
         its charter and its by-laws to execute and deliver this Indenture, and
         to perform its obligations hereunder, including, without limitation,
         that it is duly authorized to accept the Grant to it for the benefit of
         the Bondholders of the Trust Estate and is authorized to authenticate
         the Bonds, and that all corporate action necessary or required therefor
         has been duly and effectively taken or obtained and all federal and
         state governmental consents and approvals required with respect thereto
         have been obtained;

                  (iii)    it has duly executed and delivered this Indenture;

                  (iv)     the Indenture constitutes its valid, legal, binding
         and enforceable obligation, in its individual capacity, enforceable
         against it in accordance with its terms, except as such terms may be
         limited by insolvency, reorganization, moratorium or other similar laws
         affecting the rights of creditors generally and by general principles
         of equity;

                  (v)      the execution and delivery of the Indenture by it,
         and the performance of its obligations hereunder will not violate the
         provisions of its charter or bylaws, conflict with any provision of any
         law or regulation to which it is subject, or conflict with, result in a
         breach of, or constitute a default under any of the terms, conditions
         or provisions of, any agreement or instrument to which it is a party or
         by which it is bound, or any order or decree applicable to it or result
         in the creation or imposition of any Lien on any of the its assets or
         property, which would materially and adversely affect the ability of it
         to carry out the transactions contemplated by this Indenture or such
         other documents executed in connection herewith; no consent, approval,
         authorization or order of or filing with or notice to any court or
         governmental agency or body is required for the execution, delivery and
         performance by it of this Indenture;

                  (vi)     there is no action, suit or proceeding pending
         against it in any court or by or before any other governmental agency
         or instrumentality which would materially and adversely affect the
         validity of the Pledged Securities or the ability of it or the
         Bondholders to carry out the transactions contemplated by this
         Indenture.

                  (e)      In the event of the resignation or removal of
LaSalle National Bank ("LaSalle") as Indenture Trustee hereunder, the Issuer
hereby agrees, and each Bondholder by acceptance of its Bonds shall be deemed to
agree, that Wells Fargo & Company ("WFC") shall have a right of first refusal to
assume or designate a party that may assume the duties and rights of the
Indenture Trustee with an express right to subcontract out to one or more
parties portions of the rights and duties of the Indenture Trustee in accordance
with Section 6.13 of the Standard Indenture Provisions; provided, however, that,
in no event, shall WFC (or its designee) be permitted to succeed to the duties
and rights of Indenture Trustee hereunder, unless WFC (or its

<PAGE>

designee) then shall meet the eligibility  requirements with respect to the
Indenture  Trustee set forth in Section  20(c)  hereof and  Section  6.08 of the
Standard  Indenture  Provisions.  Consistent  with the  foregoing,  if WFC shall
select  another party to be the Indenture  Trustee,  WFC shall have the right to
act as such party's agent or as a co-trustee in performing  any of the Indenture
Trustee's duties and rights.

                  (f)      The Issuer and the Manager agree that any
information either of them receives or any facts either of them learns
concerning the unsatisfactory performance of the Indenture Trustee under this
Indenture or a decline in the financial standing of the Indenture Trustee shall
promptly be brought to the attention of WFC.

                  (g)      The Indenture Trustee and any Paying Agent shall
each have in place a fidelity bond and errors and omissions policy, each in such
form and amount as is customarily required, commercially reasonable and
consistent with transactions of the kind contemplated by this Indenture.

                  SECTION 21.  Representations and Warranties of the Issuer.

     The Issuer hereby  represents and warrants to the Indenture Trustee and for
the benefit of the Bondholders that as of the Closing Date:

                  (a)      It is duly formed, validly existing and in good
standing as a business trust under the laws of the State of Delaware.

                  (b)      It is duly authorized under applicable law and the
Deposit Trust Agreement to create and issue the Bonds, to execute and deliver
this Indenture, the other documents referred to herein to which it is a party
and all instruments included in the Trust Estate which it has executed and
delivered, and that all corporate action and governmental consents,
authorizations and approvals necessary or required therefor have been duly and
effectively taken or obtained. The Bonds, when issued, will be, and this
Indenture and such other documents are, valid and legally binding obligations of
the Issuer enforceable in accordance with their terms.

                  (c)      The Indenture constitutes its valid, legal, binding
and enforceable obligation, in its individual capacity, enforceable against it
in accordance with its terms, except as such terms may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and by general principles of equity.

                  (d)      The execution and delivery of the Indenture by it,
and the performance of its obligations hereunder will not violate the provisions
of its certificate of incorporation or bylaws, conflict with any provision of
any law or regulation to which it is subject, or conflict with, result in a
breach of, or constitute a default under any of the terms, conditions or
provisions of, any agreement or instrument to which it is a party or by which it
is bound, or any order or decree applicable to it or result in the creation or
imposition of any Lien on any of the its assets or property, which would
materially and adversely affect the ability of it to carry out the transactions
contemplated by this Indenture or such other documents executed in connection
herewith; no consent, approval, authorization or order of or filing with or
notice to any court or

<PAGE>

governmental agency or body is required for the execution, delivery and
performance by it of this Indenture.

                  (e)      There is no action, suit or proceeding pending
against it in any court or by or before any other governmental agency or
instrumentality which would materially and adversely affect the ability of it to
carry out the transactions contemplated by this Indenture.

                  (f)      Immediately prior to its Grant of the Trust Estate
provided for herein, it had good title to, and was the sole owner of, each
Pledged Security, free and clear of any pledge, lien, encumbrance or security
interest.

                  (g)      The Indenture Trustee has a valid and enforceable
first priority security interest in the Trust Estate, subject only to exceptions
permitted hereby.

                  (h)      It is a QRS.

                  (i)      This Indenture is not required to be qualified
under the TIA and the Issuer is not required to be registered as an "investment
company" under the Investment Company Act.

                  SECTION 22.  Notice to the Indenture Trustee, the Issuer and
Certain Other Persons.

     Any communication  provided for or permitted  hereunder shall be in writing
and, unless otherwise  expressly  provided herein,  shall be deemed to have been
duly given when  delivered  to: (i) in the case of the  Issuer,  c/o  Wilmington
Trust  Company,  Rodney  Square  North,  1100 North Market  Street,  Wilmington,
Delaware  19890-0001,  Attention:  Corporate  Trust  Administration,   facsimile
number:  (302)  651-8882;  (ii) in the case of the  Indenture  Trustee,  LaSalle
National Bank, 135 S. LaSalle Street, Suite 1625, Chicago,  Illinois 60674-4107,
Attention:  Asset Backed  Securities  Trust  Services  Group - CRIIMI MAE Series
1998-C1,  facsimile number: (312) 904-2084;  and (iii) in the case of the Rating
Agency:  Standard & Poor's  Ratings  Services,  Attention:  Commercial  Mortgage
Surveillance  Manager,  facsimile  number:  (212)  208-0053;  or as to each such
Person such other address and/or  facsimile number as may hereafter be furnished
by such Person to the parties hereto in writing.

                  SECTION 23.  Tax Treatment.

     The Issuer has entered into this  Indenture,  and the Bonds will be issued,
with the intention  that, for federal,  state and local income,  single business
and franchise tax purposes, the Bonds will qualify as indebtedness of the Issuer
secured by the Trust Estate.  The Issuer,  by entering into this Indenture,  and
each  Bondholder,  by its  acceptance  of a Bond  (and  each  Bond  Owner by its
acceptance of an interest in the applicable Book-Entry Bond), agree to treat the
Bonds for federal,  state and local  income,  single  business and franchise tax
purposes as indebtedness of the Issuer.

                  SECTION 24.  Performance of Issuer's Duties by the Owner
Trustee and Manager.

<PAGE>

                  (a)      The Indenture Trustee hereby acknowledges and
agrees that the duties of the Issuer will be performed on behalf of the Issuer
by the Owner Trustee pursuant to the Deposit Trust Agreement or the Manager
pursuant to the Management Agreement and hereby acknowledges and accepts the
terms of each such agreement as of the date hereof. The Indenture Trustee is
authorized and instructed to pay out of the Bond Account, prior to making
payments on the Bonds, the Owner Trustee Fee to the Owner Trustee in accordance
with the Deposit Trust Agreement and the Management Fee to the Manager in
accordance with the Management Agreement. The Owner Trustee, on behalf of itself
and the Issuer, agrees not to permit any modification of the Deposit Trust
Agreement or the Management Agreement without the consent of the Holders of
Bonds representing greater than 50% of the Aggregate Principal Amount of the
Outstanding Bonds.

                  (b)      Any successor to the Owner Trustee appointed
pursuant to the terms of the Deposit Trust Agreement shall be the successor
Owner Trustee under this Indenture without the execution or filing of any paper,
instrument or further act to be done on the part of the parties hereto.

                  SECTION 25.  Miscellaneous.

                  (a)      Notwithstanding  Section 2.07(g) of the Standard
         Indenture  Provisions,  the Bonds shall be recourse obligations of the
         Issuer.

                  (b)      WFC shall be an intended third party  beneficiary
         with respect to Section 20(e) and (f) hereof.

                  (c)      For the avoidance of doubt, the parties hereto
hereby acknowledge and agree that no substitution of Collateral as contemplated
by Section 2.11 of the Standard Indenture Provisions shall be permitted
hereunder.

                  (d)      Notwithstanding anything to the contrary in Section
3.14 of the Standard Indenture Provisions, the Issuer may not reacquire Bonds by
open market purchases in privately negotiated transactions.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed, all as of the day and year first above written.

                                    CRIIMI MAE COMMERCIAL MORTGAGE
                                    TRUST

                                    By:   WILMINGTON TRUST COMPANY, not in
                                          its individual capacity but solely as
Owner
                                                                  Trustee

                                    /s/Emmett R. Harmon
                                    ----------------------------
                                    Name:  Emmett R. Harmon
                                    Title: Vice President


                                     LASALLE NATIONAL BANK,
                                          as Indenture Trustee


                                     /s/Michael Evans
                                     ---------------------------
                                     Name:  Michael Evans
                                     Title: First Vice President


                                     LASALLE NATIONAL BANK,
                                          as Securities Intermediary


                                     /s/Michael Evans
                                     ---------------------------
                                     Name:  Michael Evans
                                     Title: First Vice President

<PAGE>


STATE OF NEW YORK)
): ss.:
COUNTY OF NEW YORK)

     On  this  8th  day of  May,  1998,  before  me,  the  undersigned  officer,
personally appeared Emmett R. Harmon , and acknowledged  himself to me to be the
Vice  President of Wilmington  Trust Co., and that as such  officer,  being duly
authorized  to do so pursuant to such  entity's  by-laws or a resolution  of its
board of directors,  executed and acknowledged the foregoing  instrument for the
purposes  therein  contained,  by signing  the name of such entity by himself or
herself as such  officer as his or her free and  voluntary  act and deed and the
free and voluntary act and deed of said entity.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                                    /s/Corinne M. Raicht
                                                    ------------------------
                                                    Notary Public


NOTARIAL SEAL



<PAGE>

STATE OF                   )
                                    ): ss.:
COUNTY OF                  )

     On  this  8th  day of  May,  1998,  before  me,  the  undersigned  officer,
personally  appeared  Michael Evans,  and  acknowledged  himself to me to be the
First Vice President of LaSalle  National Bank, and that as such officer,  being
duly  authorized to do so pursuant to such  entity's  by-laws or a resolution of
its board of directors,  executed and acknowledged the foregoing  instrument for
the purposes therein contained, by signing the name of such entity by himself or
herself as such  officer as his or her free and  voluntary  act and deed and the
free and voluntary act and deed of said entity.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                        /s/Yvette Pena
                                                        -------------------
                                                        Notary Public


NOTARIAL SEAL


<PAGE>


                                   SCHEDULE 1

                         SCHEDULE OF PLEDGED SECURITIES

<TABLE>
<CAPTION>
                      Securitization                      Pledged                               Pledged Security
                                                          Securities                            Principal Balance*
                      --------------                      ----------                            -------------------
<S>                   <C>                                 <C>                                   <C>
1.    Nomura Asset Securities Corporation, Commercial     Class B-1(A)                                 $70,000,0000
      Mortgage Pass-Through Certificates, Series 1998-D6  Class B-2                                      37,226,863
                                                          Class B-3                                      37,226,863
                                                          Class B-4                                      65,147,000
                                                          Class B-5                                      18,613,431
                                                          Class B-6                                      27,920,147
2.    CRIIMI Mae Trust I, Commercial Mortgage Bonds,      Class C                                       $22,000,000
      Series 1996-C1                                      Class D                                        73,000,000
                                                          Class E                                       100,000,000
3.    Merrill Lynch Mortgage Investors, Inc., Mortgage    Class F                                       $62,607,000
      Pass-Through Certificates, Series 1996-C2           Class G                                        39,841,000
                                                          Class H                                        34,147,859
4.    First Union-Lehman Brothers Commercial Mortgage     Class H                                       $16,527,208
      Trust, Commercial Mortgage Pass-Through             Class J                                        44,070,046
      Certificates, Series 1997-C2                        Class K                                        22,035,023
                                                          Class L                                        27,543,779
                                                          Class M                                        16,526,269
5.    Asset Securitization Corporation, Commercial        Class A-CS2(IO)(B)                                    N/A
      Mortgage Pass-Through Certificates, Series 1995-MD  Class B-1                                     $38,687,431
      IV                                                  Class B-2                                      67,703,006
                                                          Class A-CS3(IO)                                       N/A
6.    Merrill Lynch Mortgage Investors, Inc., Mortgage    Class E                                       $48,541,000
      Pass-Through Certificates, Series 1996-C1           Class F                                        32,361,000
                                                          Class G                                        19,417,459
7.    Asset Securitization Corporation, Commercial        Class B-1                                     $43,042,284
      Mortgage Pass-Through Certificates, Series 1996-D3  Class B-2                                      27,390,544
                                                          Class B-3                                       7,825,869
                                                          Class B-4                                      15,650,746
8.    Morgan Stanley Capital I Inc., Commercial Mortgage  Class G                                       $38,286,000
      Pass-Through Certificates, Series 1998-WF1          Class H(C)                                      7,830,750
                                                          Class J(D)                                     20,833,750
                                                          Class K(E)                                      7,830,000
                                                          Class L(F)                                     18,273,257
9.    Commercial Mortgage Acceptance Corp., Commercial    Class F2                                      $40,909,000
      Mortgage Pass-Through Certificates, Series 1997-ML1 Class G                                        50,909,929

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                      Securitization                      Pledged                               Pledged Security
                                                          Securities                            Principal Balance*
                      --------------                      ----------                            -------------------
<S>                   <C>                                 <C>                                   <C>
10.   First Union-Lehman Brothers Commercial Mortgage     Class F(G)                                    $10,800,000
      Trust, Commercial Mortgage Pass-Through             Class G                                        13,054,813
      Certificates, Series 1997-C1                        Class H                                        26,108,964
                                                          Class J                                        13,054,483
                                                          Class K                                        26,108,964
11.   J.P. Morgan Commercial Mortgage Finance Corp.,      Class F                                       $39,820,000
      Mortgage Pass-Through Certificates, Series 1998-C6  Class G                                        19,910,000
                                                          Class H                                         5,973,000
                                                          Class NR(H)                                    12,400,000
12.   Merrill Lynch Mortgage Investors, Inc., Mortgage    Class F(I)                                    $25,727,970
      Pass-Through Certificates, Series 1997-C1           Class G                                         8,408,000
                                                          Class H                                        16,816,000
                                                          Class J                                        21,019,856
13.   DLJ Mortgage Acceptance Corp., Commercial Mortgage  Class B-3                                     $30,600,000
      Pass-Through Certificates, Series 1996-CF2          Class B-4                                      17,800,000
                                                          Class C(J)                                     16,890,000
14.   Mortgage Capital Funding, Inc.,                     Class G                                        $8,705,772
      Multifamily/Commercial Mortgage Pass-Through        Class H                                        19,587,989
      Certificates, Series 1997-MC2                       Class J                                        10,882,216
                                                          Class K                                        17,411,549
15.   LB Commercial Conduit Mortgage Trust II, Multiclass Class F                                       $21,846,137
      Pass-Through Certificates, Series 1996-C2           Class G                                        13,902,087
                                                          Class H                                         5,958,037
                                                          Class J                                         9,930,062
16.   Mortgage Capital Funding, Inc.,                     Class F(K)                                    $10,000,000
      Multifamily/Commercial Mortgage Pass-Through        Class G                                         6,585,416
      Certificates, Series 1997-MC1                       Class H                                        13,170,833
                                                          Class J                                         9,878,125
                                                          Class K                                         6,585,420
17.   Merrill Lynch Mortgage Investors, Inc., Mortgage    Class F(L)                                     $3,437,250
      Pass-Through Certificates, Series 1997-C2           Class G                                         6,863,000
                                                          Class H                                        12,011,000
                                                          Class J                                         6,864,000
                                                          Class K                                        13,726,931
18.   DLJ Mortgage Acceptance Corp., Commercial Mortgage  Class B-4                                     $19,900,000
      Pass-Through Certificates, Series 1997-CF2          Class B-5                                       3,300,000
                                                          Class C(M)                                     15,941,168
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                      Securitization                      Pledged                               Pledged Security
                                                          Securities                            Principal Balance*
                      --------------                      ----------                            -------------------
<S>                   <C>                                 <C>                                   <C>
19.   Morgan Stanley Capital I Inc., Commercial Mortgage  Class F(N)                                     $8,450,000
      Pass-Through Certificates, Series 1997-WF1          Class G(O)                                      3,916,000
                                                          Class H(P)                                      5,872,000
                                                          Class J(Q)                                      5,871,000
                                                          Class K(R)                                      3,916,971
20.   Lehman Pass-Through Securities Inc., Trust          Class 1                                        $3,247,664
      Certificates, Series 1994-A

*        The aggregate Security Principal Balances of the respective
         Pledged Securities were, in each case, calculated immediately following
         the Distribution Date with respect thereto in March 1998.

(A)      The NASC-98-D6 Class B-1 Pledged Certificate constitutes only
         approximately 44.2% of the aggregate Certificate Notional Amount of all
         the NASC-98-D6 Class B-1 Certificates.

(B)      The ASC 95-MDIV Class A-CS2(IO) Pledged Security constitutes
         only approximately 7.08% of the aggregate Certificate Notional Amount
         of all the ASC 95-MDIV Class A-CS2(IO) Certificates.

(C)      The MSCI 98-WF1 Class H Pledged Security constitutes
         approximately 75% of the aggregate Certificate Principal Balance of all
         the MSCI 98-WF1 Class H Certificates.

(D)      The MSCI 98-WF1 Class J Pledged Security constitutes
         approximately 75% of the aggregate Certificate Principal Balance of all
         the MSCI 98-WF1 Class J Certificates.

(E)      The MSCI 98-WF1 Class K Pledged Security constitutes
         approximately 75% of the aggregate Certificate Principal Balance of all
         the MSCI 98-WF1 Class K Certificates.

(F)      The MSCI 98-WF1 Class L Pledged Security constitutes
         approximately 75% of the aggregate Certificate Principal Balance of all
         the MSCI 98-WF1 Class L Certificates.

(G)      The FULBCMT 97-C1 Class F Pledged Security constitutes only
         approximately 15% of the aggregate Certificate Principal Balance of all
         the FULBCMT 97-C1 Class F Certificates.

(H)      The JPMCMFC 98-C6 Class NR Pledged Security constitutes
         approximately 88.9% of the aggregate Certificate Principal Balance of
         all the JPMCMFC 98-C6 Class NR Certificates.

(I)      The MLMI 97-C1 Class F Pledged Security constitutes
         approximately 51% of the aggregate Certificate Principal Balance of all
         the MLMI 97-C1 Class F Certificates.

(J)      The DLJMAC 96-CF2 Class C Pledged Security constitutes
         approximately 95% of the aggregate Certificate Principal Balance of all
         the DLJMAC 97-CF2 Class C Certificates.

(K)      The MCFI 97-MC1 Class F Pledged Security constitutes only
         approximately 23.5% of the aggregate Certificate Principal Balance of
         all the MCFI 97-MC1 Class F Certificates.

(L)      The MLMI 97-C2 Class F Pledged Security constitutes only
         approximately 9.11% of the aggregate Certificate Principal Balance of
         all the MLMI 97-C2 Class F Certificates.

(M)      The DLJMAC 97-CF2 Class C Pledged Security constitutes
         approximately 96.7% of the aggregate Certificate Principal Balance of
         all the DLJMAC 97-CF2 Class C Certificates.
</TABLE>

<PAGE>
(N)      The MSCI 97-WF1 Class F Pledged Security constitutes only
         approximately 25.2% of the aggregate Certificate Principal Balance of
         all the MSCI 97-WF1 Class F Certificates.

(O)      The MSCI 97-WF1 Class G Pledged Security constitutes
         approximately 70% of the aggregate Certificate Principal Balance of all
         the MSCI 97-WF1 Class G Certificates.

(P)      The MSCI 97-WF1 Class H Pledged Security constitutes
         approximately 70% of the aggregate Certificate Principal Balance of all
         the MSCI 97-WF1 Class H Certificates.

(Q)      The MSCI 97-WF1 Class J Pledged Security constitutes
         approximately 70% of the aggregate Certificate Principal Balance of all
         the MSCI 97-WF1 Class J Certificates.

(R)      The MSCI 97-WF1 Class K Pledged Security constitutes
         approximately 70% of the aggregate Certificate Principal Balance of all
         the MSCI 97-WF1 Class K Certificates.


<PAGE>


                                                                EXHIBIT A-1


                                 CLASS A-1 BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                       CLASS A-1 COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1



<PAGE>


Bond Interest Rate:  7.00% per annum      Aggregate Principal Amount of the
                                          Class A-1

Date of Indenture:  As of May 8, 1998     Bonds as of the Closing Date:
                                                                  $62,612,000

Accrual Date:  May 1, 1998                Initial Principal Amount of this
                                          Class A-1 Bond as of the Closing Date:
Closing Date:  May 8, 1998                $

First Payment Date:  July 2, 1998         Initial Aggregate Collateral Principal
                                          Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage
Trust                                     Indenture Trustee:  LaSalle National
                                          Bank

Owner Trustee:  Wilmington Trust Company

Bond No. A-1-                             CUSIP No. 22660BAA8

<PAGE>


UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
BOND 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.

THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE.

     This certifies  that Cede & Co. is the registered  owner of this Bond which
is one of a series of  commercial  mortgage  bonds  (collectively,  the "Bonds")
issued by the Issuer  referred to above in multiple  classes  (each,  a "Class")
pursuant  to the  Standard  Indenture  Provisions,

<PAGE>

dated as of May 8,  1998 (the  "Standard  Indenture  Provisions"),  and the
Terms  Indenture,  dated as of May 8, 1998  (the  "Terms  Indenture";  the Terms
Indenture,  together  with the Standard  Indenture  Provisions,  is  hereinafter
referred to as the  "Indenture")  between  Owner Trustee  referred to above,  on
behalf of the Issuer and the Indenture  Trustee  referred to above, on behalf of
the  holders  of the Bonds  (the  "Bondholders"),  a summary  of  certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  capitalized terms used herein have the respective  meanings assigned in
the Indenture. This Bond is issued under and is subject to the terms, provisions
and conditions of the Indenture,  to which  Indenture the Holder of this Bond by
virtue of the acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to Cede & Co. or registered assigns,  the principal sum of $62,612,000 no
later than June 2033.

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for

<PAGE>

new Bonds of the same Class in authorized denominations evidencing the same
Aggregate Principal Amount, as requested by the Holder surrendering the same.

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     No transfer of this Bond or any interest  herein may be made to a Plan,  or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the party  acquiring this Bond or any interest herein provides the
transferor of such interest (in the case of an interest in a Book-Entry Bond) or
the Bond  Registrar  (in the case of a  Definitive  Bond)  with a  certification


<PAGE>

generally to the effect that either (A) such  transferee  is not (i) an employee
benefit  plan (as  defined in Section 3 (3) of ERISA) that is subject to Title I
of ERISA,  (ii) a plan (as defined in Section  4975 of the Code) that is subject
to Section 4975 of the Code,  or (iii) an entity deemed for any purpose of ERISA
or Section 4975 of the Code to hold assets of any such employee  benefit plan or
plan, including, without limitation, as applicable, an insurance company general
account  (each  of (i),  (ii) and  (iii),  a  "Plan"),  and is not  directly  or
indirectly  purchasing such Bonds or interests  therein being transferred to it,
on behalf of, for the benefit of, or otherwise using assets of a Plan or (B) the
purchase and holding of such Bonds or interests  therein being transferred to it
does not and will not constitute or otherwise result in a non-exempt "prohibited
transaction"  under,  and as defined in, Section 406 of ERISA or Section 4975 of
the  Code,  by  reason  of  the   application   of  one  or  more  statutory  or
administrative exemptions.

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     Notwithstanding  the  foregoing,  if and  for  so  long  as  this  Bond  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 Bond shall be
made through the book-entry facilities of DTC, and accordingly,  this Bond shall
constitute a Book-Entry Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.


<PAGE>

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.


<PAGE>

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed  the full  Redemption  Price  therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

     This Bond 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.

<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington  Trust Company not in its individual  capacity but solely
as Owner Trustee.

Dated:

                                       CRIIMI MAE COMMERCIAL MORTGAGE
                                       TRUST

                                       By:      WILMINGTON TRUST COMPANY,
                                                not in its  individual  capacity
                                                but solely in its capacity as
                                                Owner Trustee



                                                By:______________________
                                                Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  A-1 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                      LASALLE NATIONAL BANK,
                                      as Bond Registrar


         By:____________________________________
                Authorized Signatory

<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                            Signature by or on behalf of Assignor


                            Signature Guaranteed

<PAGE>



                              PAYMENT INSTRUCTIONS

                  The Assignee should include the following for purposes of
payment:

                  Payments shall,  if permitted,  be made by wire transfer or
otherwise,  in immediately  available funds, to
                                                -----------------------------

-----------------------------------------------------------------------------
for the account of
                   ----------------------------------------------------------.

     Payments   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-2


                                 CLASS A-2 BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                       CLASS A-2 COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum        Aggregate Principal Amount of the
                                            Class A-2

                                            Bonds as of the Closing Date:
                                                                  $345,000,000
Date of Indenture:  As of  May 8, 1998
                                            Initial Principal Amount of this
Accrual Date:  May 1, 1998      Class A-2 Bond as of the Closing Date:
                                            $
Closing Date:  May 8, 1998
                                            Initial Aggregate Collateral
                                            Principal
First Payment Date:  July 2, 1998   Amount:  $1,772,226,951

Stated Maturity: June 2033
                                            Indenture          Trustee:
                                            LaSalle National Bank
Issuer:  CRIIMI MAE Commercial Mortgage Trust

Owner Trustee: Wilmington Trust Company

Bond No. A-2-                               CUSIP No. 22660BAB6


<PAGE>


UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
BOND 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.

THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

<PAGE>

ACCORDINGLY,  THE OUTSTANDING  BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies  that Cede & Co. is the registered  owner of this Bond which
is one of a series of  commercial  mortgage  bonds  (collectively,  the "Bonds")
issued by the Issuer  referred to above in multiple  classes  (each,  a "Class")
pursuant  to the  Standard  Indenture  Provisions,  dated as of May 8, 1998 (the
"Standard Indenture  Provisions"),  and the Terms Indenture,  dated as of May 8,
1998 (the "Terms  Indenture";  the Terms  Indenture,  together with the Standard
Indenture  Provisions,  is hereinafter  referred to as the "Indenture")  between
Owner  Trustee  referred  to above,  on behalf of the Issuer  and the  Indenture
Trustee  referred  to  above,  on  behalf  of  the  holders  of the  Bonds  (the
"Bondholders"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
have the  respective  meanings  assigned in the  Indenture.  This Bond is issued
under and is subject to the terms,  provisions  and conditions of the Indenture,
to which  Indenture the Holder of this Bond by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to Cede & Co. or registered assigns,  the principal sum of $[200,000,000]
[145,000,000] no later than June 2033.

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     No transfer of this Bond or any interest  herein may be made to a Plan,  or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the party  acquiring this Bond or any interest herein provides the
transferor of such interest (in the case of an interest in a Book-Entry Bond) or
the Bond  Registrar  (in the case of a  Definitive  Bond)  with a  certification
generally to the effect that either (A) such  transferee  is not (i) an employee
benefit  plan (as  defined in Section 3 (3) of ERISA) that is subject to Title I
of ERISA,  (ii) a plan (as defined in Section  4975 of the Code) that is subject
to Section 4975 of the Code,  or (iii) an entity deemed for any purpose of ERISA
or Section 4975 of the Code to hold assets of any such employee  benefit plan or
plan, including, without limitation, as applicable, an insurance company general
account  (each  of (i),  (ii) and  (iii),  a  "Plan"),  and is not  directly  or
indirectly  purchasing such Bonds or interests  therein being transferred to it,
on behalf of, for the benefit of, or otherwise using assets of a Plan or (B) the
purchase and holding of such Bonds or interests  therein being transferred to it
does not and will not constitute or otherwise result in a non-exempt "prohibited
transaction"  under,  and as defined in, Section 406 of ERISA or Section 4975 of
the  Code,  by  reason  of  the   application   of  one  or  more  statutory  or
administrative exemptions.

<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     Notwithstanding  the  foregoing,  if and  for  so  long  as  this  Bond  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 Bond shall be
made through the book-entry facilities of DTC, and accordingly,  this Bond shall
constitute a Book-Entry Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Owner Trustee, the Indenture Trustee, the Bond Registrar or any such agent shall
be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V

<PAGE>

of the Standard Indenture Provisions, to the payment of any such amount due
on any Bond on or after the  respective  due dates  thereof  (or, in the case of
redemption,  on or after  the  applicable  Redemption  Date);  (ii)  reduce  the
percentage of the Voting  Rights for or allocated  to, or the  percentage of the
Aggregate  Principal Amount or Notional Amount of, any Class and/or Series,  the
consent of the  Holders of Bonds  representing  which is  required  for any such
supplemental  indenture,  or the  consent of the  Holders of Bonds  representing
which is required for any waiver of  compliance  with certain  provisions of the
Indenture or certain defaults thereunder and their consequences  provided for in
the  Indenture;  (iii)  modify or alter the  provisions  of the  proviso  to the
definition of the term  "Outstanding";  (iv) reduce the percentage of the Voting
Rights  allocated to, or the  percentage of the  Aggregate  Principal  Amount or
Notional  Amount of, any Class of any Series,  the consent or  direction  of the
Holders of Bonds representing which is required to allow or direct the Indenture
Trustee to sell or  liquidate  the Trust  Estate  pursuant  to  Section  5.04 or
Section 5.12 of the Standard Indenture  Provisions;  (v) modify any provision of
Section  9.02 of the  Standard  Indenture  Provisions,  except to  increase  any
percentage specified herein or to provide that certain additional  provisions of
the Indenture  cannot be modified or waived without the consent of the Holder of
each Outstanding Bond affected thereby; (vi) modify any of the provisions of the
Indenture  in such  manner as to affect  the  calculation  of the  amount of any
payment  of  interest,  premium  (if  any) or  principal  due on any Bond on any
Payment Date (including the  calculation of any of the individual  components of
such  calculation)  or to affect the rights of the  Holders of any Series to the
benefit of any  provisions  for the  mandatory  redemption  of the Bonds of such
Series contained therein; or (vii) permit the creation of any lien ranking prior
to or on a parity with the lien of the Indenture with respect to any part of the
Trust Estate  securing any Series or terminate  the lien of the Indenture on any
property  at any time  subject  thereto or deprive the Holder of any Bond of the
security  afforded by the lien of the Indenture,  except as otherwise  expressly
permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     This Bond is not subject to optional redemption.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

     This Bond 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.


<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                       CRIIMI MAE COMMERCIAL MORTGAGE
                                       TRUST

                                       By:      WILMINGTON TRUST COMPANY,
                                                not in its  individual  capacity
                                                but solely in its capacity as
                                                Owner Trustee


         By:______________________________________
                                                    Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  A-2 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                        LASALLE NATIONAL BANK,
                                        as Bond Registrar


         By:______________________________________
                                                     Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                   Signature by or on behalf of Assignor


                   Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                -----------------------------------------------
-------------------------------------------------------------------------------
for the account of
                   -----------------------------------------------------------.

     Payments   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-3


                                  CLASS B BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS B COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum   Aggregate Principal Amount of the Class B

                                       Bonds as of the Closing Date:
                                                                  $150,639,000
Date of Indenture:  As of May 8, 1998
                                       Initial Principal Amount of this
Accrual Date:  May 1, 1998      Class B Bond as of the Closing Date:
                                       $
Closing Date:  May 8, 1998
                                       Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998   Amount:  $1,772,226,951

Stated Maturity:  June 2033
                                       Indenture          Trustee:
                                       LaSalle National Bank
Issuer:  CRIIMI MAE Commercial Mortgage Trust

Owner Trustee: Wilmington Trust Company

Bond No. B-
CUSIP No. 22660BAC4

<PAGE>

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
BOND 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.

THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

<PAGE>

ACCORDINGLY,  THE OUTSTANDING  BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies  that Cede & Co. is the registered  owner of this Bond which
is one of a series of  commercial  mortgage  bonds  (collectively,  the "Bonds")
issued by the Issuer  referred to above in multiple  classes  (each,  a "Class")
pursuant  to the  Standard  Indenture  Provisions,  dated as of May 8, 1998 (the
"Standard Indenture  Provisions"),  and the Terms Indenture,  dated as of May 8,
1998 (the "Terms  Indenture";  the Terms  Indenture,  together with the Standard
Indenture  Provisions,  is hereinafter  referred to as the "Indenture")  between
Owner  Trustee  referred  to above,  on behalf of the Issuer  and the  Indenture
Trustee  referred  to  above,  on  behalf  of  the  holders  of the  Bonds  (the
"Bondholders"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
have the  respective  meanings  assigned in the  Indenture.  This Bond is issued
under and is subject to the terms,  provisions  and conditions of the Indenture,
to which  Indenture the Holder of this Bond by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to Cede & Co. or registered assigns, the principal sum of $150,639,000 no
later than June 2033.

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     No transfer of this Bond or any interest  herein may be made to a Plan,  or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the party  acquiring this Bond or any interest herein provides the
transferor of such interest (in the case of an interest in a Book-Entry Bond) or
the Bond  Registrar  (in the case of a  Definitive  Bond)  with a  certification
generally to the effect that either (A) such  transferee  is not (i) an employee
benefit  plan (as  defined in Section 3 (3) of ERISA) that is subject to Title I
of ERISA,  (ii) a plan (as defined in Section  4975 of the Code) that is subject
to Section 4975 of the Code,  or (iii) an entity deemed for any purpose of ERISA
or Section 4975 of the Code to hold assets of any such employee  benefit plan or
plan, including, without limitation, as applicable, an insurance company general
account  (each  of (i),  (ii) and  (iii),  a  "Plan"),  and is not  directly  or
indirectly  purchasing such Bonds or interests  therein being transferred to it,
on behalf of, for the benefit of, or otherwise using assets of a Plan or (B) the
purchase and holding of such Bonds or interests  therein being transferred to it
does not and will not constitute or otherwise result in a non-exempt "prohibited
transaction"  under,  and as defined in, Section 406 of ERISA or Section 4975 of
the  Code,  by  reason  of  the   application   of  one  or  more  statutory  or
administrative exemptions.


<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     Notwithstanding  the  foregoing,  if and  for  so  long  as  this  Bond  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 Bond shall be
made through the book-entry facilities of DTC, and accordingly,  this Bond shall
constitute a Book-Entry Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V

<PAGE>

of the Standard Indenture Provisions, to the payment of any such amount due
on any Bond on or after the  respective  due dates  thereof  (or, in the case of
redemption,  on or after  the  applicable  Redemption  Date);  (ii)  reduce  the
percentage of the Voting  Rights for or allocated  to, or the  percentage of the
Aggregate  Principal Amount or Notional Amount of, any Class and/or Series,  the
consent of the  Holders of Bonds  representing  which is  required  for any such
supplemental  indenture,  or the  consent of the  Holders of Bonds  representing
which is required for any waiver of  compliance  with certain  provisions of the
Indenture or certain defaults thereunder and their consequences  provided for in
the  Indenture;  (iii)  modify or alter the  provisions  of the  proviso  to the
definition of the term  "Outstanding";  (iv) reduce the percentage of the Voting
Rights  allocated to, or the  percentage of the  Aggregate  Principal  Amount or
Notional  Amount of, any Class of any Series,  the consent or  direction  of the
Holders of Bonds representing which is required to allow or direct the Indenture
Trustee to sell or  liquidate  the Trust  Estate  pursuant  to  Section  5.04 or
Section 5.12 of the Standard Indenture  Provisions;  (v) modify any provision of
Section  9.02 of the  Standard  Indenture  Provisions,  except to  increase  any
percentage specified herein or to provide that certain additional  provisions of
the Indenture  cannot be modified or waived without the consent of the Holder of
each Outstanding Bond affected thereby; (vi) modify any of the provisions of the
Indenture  in such  manner as to affect  the  calculation  of the  amount of any
payment  of  interest,  premium  (if  any) or  principal  due on any Bond on any
Payment Date (including the  calculation of any of the individual  components of
such  calculation)  or to affect the rights of the  Holders of any Series to the
benefit of any  provisions  for the  mandatory  redemption  of the Bonds of such
Series contained therein; or (vii) permit the creation of any lien ranking prior
to or on a parity with the lien of the Indenture with respect to any part of the
Trust Estate  securing any Series or terminate  the lien of the Indenture on any
property  at any time  subject  thereto or deprive the Holder of any Bond of the
security  afforded by the lien of the Indenture,  except as otherwise  expressly
permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

     This Bond 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.


<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                       CRIIMI MAE COMMERCIAL MORTGAGE
                                       TRUST

                                       By:      WILMINGTON TRUST COMPANY,
                                                not in its  individual  capacity
                                                but solely in its capacity as
                                                Owner Trustee


         By:______________________________________
                                                      Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class B Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                      LASALLE NATIONAL BANK,
                                      as Bond Registrar



         By:____________________________________
                                                      Authorized Signatory

<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                              Signature by or on behalf of Assignor


                              Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------

------------------------------------------------------------------------------
for the account of
                   -----------------------------------------------------------.

     Payments   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-4


                                  CLASS C BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS C COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum     Aggregate Principal Amount of the
                                         Class C

                                         Bonds as of the Closing Date:
                                                                 $115,195,000
Date of Indenture:  As of May 8, 1998
                                         Initial Principal Amount of this
Accrual Date:  May 1, 1998     Class C Bond as of the Closing Date:
                                                                   $
Closing Date: May 8, 1998
                                         Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust        Indenture Trustee:  LaSalle
                                                     National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. C-                                          CUSIP No. 22660BAD2

<PAGE>

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST CORPORATION, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR
ANY AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
BOND 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.

THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.

<PAGE>

ACCORDINGLY,  THE OUTSTANDING  BOND PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY
BE LESS THAN THE AMOUNT SHOWN ABOVE.

     This certifies  that Cede & Co. is the registered  owner of this Bond which
is one of a series of  commercial  mortgage  bonds  (collectively,  the "Bonds")
issued by the Issuer  referred to above in multiple  classes  (each,  a "Class")
pursuant  to the  Standard  Indenture  Provisions,  dated as of May 8, 1998 (the
"Standard Indenture  Provisions"),  and the Terms Indenture,  dated as of May 8,
1998 (the "Terms  Indenture";  the Terms  Indenture,  together with the Standard
Indenture  Provisions,  is hereinafter  referred to as the "Indenture")  between
Owner  Trustee  referred  to above,  on behalf of the Issuer  and the  Indenture
Trustee  referred  to  above,  on  behalf  of  the  holders  of the  Bonds  (the
"Bondholders"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, capitalized terms used herein
have the  respective  meanings  assigned in the  Indenture.  This Bond is issued
under and is subject to the terms,  provisions  and conditions of the Indenture,
to which  Indenture the Holder of this Bond by virtue of the  acceptance  hereof
assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to Cede & Co. or registered  assigns the principal sum of $115,195,000 no
later than June 2033.

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     No transfer of this Bond or any interest  herein may be made to a Plan,  or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the party  acquiring this Bond or any interest herein provides the
transferor of such interest (in the case of an interest in a Book-Entry Bond) or
the Bond  Registrar  (in the case of a  Definitive  Bond)  with a  certification
generally to the effect that either (A) such  transferee  is not (i) an employee
benefit  plan (as  defined in Section 3 (3) of ERISA) that is subject to Title I
of ERISA,  (ii) a plan (as defined in Section  4975 of the Code) that is subject
to Section 4975 of the Code,  or (iii) an entity deemed for any purpose of ERISA
or Section 4975 of the Code to hold assets of any such employee  benefit plan or
plan, including, without limitation, as applicable, an insurance company general
account  (each  of (i),  (ii) and  (iii),  a  "Plan"),  and is not  directly  or
indirectly  purchasing such Bonds or interests  therein being transferred to it,
on behalf of, for the benefit of, or otherwise using assets of a Plan or (B) the
purchase and holding of such Bonds or interests  therein being transferred to it
does not and will not constitute or otherwise result in a non-exempt "prohibited
transaction"  under,  and as defined in, Section 406 of ERISA or Section 4975 of
the  Code,  by  reason  of  the   application   of  one  or  more  statutory  or
administrative exemptions.


<PAGE>

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     Notwithstanding  the  foregoing,  if and  for  so  long  as  this  Bond  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 Bond shall be
made through the book-entry facilities of DTC, and accordingly,  this Bond shall
constitute a Book-Entry Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V


<PAGE>

of the Standard Indenture Provisions, to the payment of any such amount due
on any Bond on or after the  respective  due dates  thereof  (or, in the case of
redemption,  on or after  the  applicable  Redemption  Date);  (ii)  reduce  the
percentage of the Voting  Rights for or allocated  to, or the  percentage of the
Aggregate  Principal Amount or Notional Amount of, any Class and/or Series,  the
consent of the  Holders of Bonds  representing  which is  required  for any such
supplemental  indenture,  or the  consent of the  Holders of Bonds  representing
which is required for any waiver of  compliance  with certain  provisions of the
Indenture or certain defaults thereunder and their consequences  provided for in
the  Indenture;  (iii)  modify or alter the  provisions  of the  proviso  to the
definition of the term  "Outstanding";  (iv) reduce the percentage of the Voting
Rights  allocated to, or the  percentage of the  Aggregate  Principal  Amount or
Notional  Amount of, any Class of any Series,  the consent or  direction  of the
Holders of Bonds representing which is required to allow or direct the Indenture
Trustee to sell or  liquidate  the Trust  Estate  pursuant  to  Section  5.04 or
Section 5.12 of the Standard Indenture  Provisions;  (v) modify any provision of
Section  9.02 of the  Standard  Indenture  Provisions,  except to  increase  any
percentage specified herein or to provide that certain additional  provisions of
the Indenture  cannot be modified or waived without the consent of the Holder of
each Outstanding Bond affected thereby; (vi) modify any of the provisions of the
Indenture  in such  manner as to affect  the  calculation  of the  amount of any
payment  of  interest,  premium  (if  any) or  principal  due on any Bond on any
Payment Date (including the  calculation of any of the individual  components of
such  calculation)  or to affect the rights of the  Holders of any Series to the
benefit of any  provisions  for the  mandatory  redemption  of the Bonds of such
Series contained therein; or (vii) permit the creation of any lien ranking prior
to or on a parity with the lien of the Indenture with respect to any part of the
Trust Estate  securing any Series or terminate  the lien of the Indenture on any
property  at any time  subject  thereto or deprive the Holder of any Bond of the
security  afforded by the lien of the Indenture,  except as otherwise  expressly
permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

     This Bond 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.


<PAGE>

     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                       CRIIMI MAE COMMERCIAL MORTGAGE
                                       TRUST

                                       By:      WILMINGTON TRUST COMPANY,
                                                not in its  individual  capacity
                                                but solely in its capacity as
                                                Owner Trustee


         By:______________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class C Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                       LASALLE NATIONAL BANK,
                                       as Bond Registrar


         By:______________________________________
                                                      Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                                Signature by or on behalf of Assignor


                                Signature Guaranteed


                              PAYMENT INSTRUCTIONS

         The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
                                                                     for   the
--------------------------------------------------------------------
account of
           ------------------------------------------------------------------.

     Payments   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-5


                                 CLASS D-1 BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS D COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum    Aggregate Principal Amount of the
                                        Class D-1

                                        Bonds as of the Closing Date:
                                                                 $159,500,000
Date of Indenture:  As of May 8, 1998
                                        Initial Principal Amount of this
Accrual Date:  May 1, 1998     Class D-1 Bond as of the Closing Date:
                                        $
Closing Date:  May 8, 1998
                                        Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee: LaSalle
                                                                  National Bank

Owner Trustee: Wilmington Trust Company

Bond No. D-1-


<PAGE>

THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ----------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to the  Holder  hereof  or  registered  assigns  the  principal  sum of $
                      no later than June 2033.
---------------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments)  or  otherwise  by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of

<PAGE>

a Book-Entry  Bond) with a certification of facts and an Opinion of Counsel
which establish to the  satisfaction of the Indenture  Trustee (in the case of a
Definitive  Bond) or the Bond Owner (in the case of a Book-Entry  Bond) that the
purchase and holding of this Bond or any interest  herein will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the Code
and will not subject the Issuer,  the Owner Trustee,  the Manager,  the Company,
the Bond  Registrar or the  Indenture  Trustee to any  obligation in addition to
those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                    CRIIMI MAE COMMERCIAL MORTGAGE
                                    TRUST

                                    By:      WILMINGTON TRUST COMPANY,
                                             not in its  individual  capacity
                                             but solely in its capacity as Owner
                                             Trustee


         By:____________________________________
                                                    Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  D-1 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                     LASALLE NATIONAL BANK,
                                     as Bond Registrar


         By:____________________________________
                                                    Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                      Signature by or on behalf of Assignor


                      Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
------------------------------------------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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.
                 -----------------------------------



                                                                EXHIBIT A-6


                                 CLASS D-2 BOND

<PAGE>

                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS D COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum    Aggregate Principal Amount of the
                                        Class D-2

                                        Bonds as of the Closing Date:
                                                                   $159,501,000
Date of Indenture:  As of May 8, 1998
                                        Initial Principal Amount of this
Accrual Date:  May 1, 1998    Class D-2 Bond as of the Closing Date:
                                        $
Closing Date:  May 8, 1998
                                        Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. D-2-


<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ----------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to the  Holder  hereof  or  registered  assigns  the  principal  sum of $
                      no later than June 2033.
---------------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of

<PAGE>

a  Book-Entry  Bond)  that the  purchase  and  holding  of this Bond or any
interest  herein  will not  constitute  or  result  in a  non-exempt  prohibited
transaction  under ERISA or Section 4975 of the Code or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Issuer,
the Owner Trustee, the Manager, the Company, the Bond Registrar or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.


<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                   CRIIMI MAE COMMERCIAL MORTGAGE
                                   TRUST

                                   By:      WILMINGTON TRUST COMPANY,
                                            not in its  individual  capacity but
                                            solely in its capacity as Owner
                                            Trustee


         By:____________________________________
                                                     Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  D-2 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                    LASALLE NATIONAL BANK,
                                    as Bond Registrar


         By:____________________________________
                                                     Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of
                   -----------------------------------------------------------.

     Payments   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-7


                                  CLASS E BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS E COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate: 7.00% per annum   Aggregate Principal Amount of the Class E

                                      Bonds as of the Closing Date: $70,889,000
Date of Indenture:  As of May 8, 1998
                                      Initial Principal Amount of this
Accrual Date:  May 1, 1998     Class E Bond as of the Closing Date:
                                      $
Closing Date:  May 8, 1998
                                      Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. E-


<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

     This  certifies  that                        is the  registered  owner (the
                            ---------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to the  Holder  hereof  or  registered  assigns  the  principal  sum of
$                      no later than June 2033.
 ---------------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is  registered  at the close of business on the Record Date.  All payments  made
under the Indenture on this Bond will be made by the  Indenture  Trustee by wire
transfer of immediately  available  funds to the account of the Person  entitled
thereto at a bank or other entity having  appropriate  facilities  therefor,  if
such  Bondholder   shall  have  provided  the  Indenture   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  payments),  or otherwise by check mailed to the address of such
Bondholder as it appears in the Bond  Register.  Notwithstanding  the foregoing,
the  final  payment  on this  Bond  will be made in like  manner,  but only upon
presentation and surrender of this Bond at the offices of the Indenture  Trustee
or such other  location  specified  in the  notice to the Holder  hereof of such
final payment. Notwithstanding anything herein to the contrary, no payments will
be  made  with  respect  to a Bond  that  has  previously  been  surrendered  as
contemplated by the preceding sentence or, with limited  exception,  that should
have been surrendered as contemplated by the preceding sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of


<PAGE>

a Book-Entry  Bond) with a certification of facts and an Opinion of Counsel
which establish to the  satisfaction of the Indenture  Trustee (in the case of a
Definitive  Bond) or the Bond Owner (in the case of a Book-Entry  Bond) that the
purchase and holding of this Bond or any interest  herein will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the Code
and will not subject the Issuer,  the Owner Trustee,  the Manager,  the Company,
the Bond  Registrar or the  Indenture  Trustee to any  obligation in addition to
those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any


<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

<PAGE>

     This Bond 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.


<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                        CRIIMI MAE COMMERCIAL MORTGAGE
                                        TRUST

                                        By:      WILMINGTON TRUST COMPANY
                                                 not in its individual capacity
                                                 but solely in its capacity as
                                                 Owner Trustee


         By:____________________________________
                                                    Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class E Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                         LASALLE NATIONAL BANK,
                                         as Bond Registrar


         By:____________________________________
                                                    Authorized Signatory

<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                               Signature by or on behalf of Assignor


                               Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
------------------------------------------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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-8


                                  CLASS F BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS F COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum     Aggregate Principal Amount of the
                                         Class F

                                         Bonds as of the Closing Date:
                                                                   $35,444,000
Date of Indenture:  As of May 8, 1998
                                         Initial Principal Amount of this
Accrual Date:  May 1, 1998   Class F Bond as of the Closing Date:
                                         $
Closing Date:  May 8, 1998
                                         Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. F-



<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ---------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to  pay to  the  Holder  hereof  or  registered  assigns  the  principal  sum of
$_____________ no later than June 2033.

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.


<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of


<PAGE>

a Book-Entry  Bond) with a certification of facts and an Opinion of Counsel
which establish to the  satisfaction of the Indenture  Trustee (in the case of a
Definitive  Bond) or the Bond Owner (in the case of a Book-Entry  Bond) that the
purchase and holding of this Bond or any interest  herein will not constitute or
result in a non-exempt prohibited transaction under ERISA or Section 4975 of the
Code or result in the imposition of an excise tax under Section 4975 of the Code
and will not subject the Issuer,  the Owner Trustee,  the Manager,  the Company,
the Bond  Registrar or the  Indenture  Trustee to any  obligation in addition to
those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.


<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                       CRIIMI MAE COMMERCIAL MORTGAGE
                                       TRUST

                                       By:      WILMINGTON TRUST COMPANY,
                                                not in its  individual capacity
                                                but solely in its capacity as
                                                Owner Trustee


         By:____________________________________
                                                   Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class F Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                       LASALLE NATIONAL BANK,
                                       as Bond Registrar


         By:____________________________________
                                                   Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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-9


                                  CLASS G BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS G COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum    Aggregate Principal Amount of the
                                        Class G

                                        Bonds as of the Closing Date:
                                                                   $88,612,000
Date of Indenture:  As of May 8, 1998
                                        Initial Principal Amount of this
Accrual Date:  May 1, 1998     Class G Bond as of the Closing Date:
                                        $
Closing Date:  May 8, 1998
                                        Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998   Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank


Owner Trustee:  Wilmington Trust Company

Bond No. G-



<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT ,EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ----------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to the Holder  hereof or any  registered  assigns  the  principal  sum of
$              no later than June 2033.
 -------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is  registered  at the close of business on the Record Date.  All payments  made
under the Indenture on this Bond will be made by the  Indenture  Trustee by wire
transfer of immediately  available  funds to the account of the Person  entitled
thereto at a bank or other entity having  appropriate  facilities  therefor,  if
such  Bondholder   shall  have  provided  the  Indenture   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  payments),  or otherwise by check mailed to the address of such
Bondholder as it appears in the Bond  Register.  Notwithstanding  the foregoing,
the  final  payment  on this  Bond  will be made in like  manner,  but only upon
presentation and surrender of this Bond at the offices of the Indenture  Trustee
or such other  location  specified  in the  notice to the Holder  hereof of such
final payment. Notwithstanding anything herein to the contrary, no payments will
be  made  with  respect  to a Bond  that  has  previously  been  surrendered  as
contemplated by the preceding sentence or, with limited  exception,  that should
have been surrendered as contemplated by the preceding sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.


<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of

<PAGE>

a  Book-Entry  Bond)  that the  purchase  and  holding  of this Bond or any
interest  herein  will not  constitute  or  result  in a  non-exempt  prohibited
transaction  under ERISA or Section 4975 of the Code or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Issuer,
the Owner Trustee, the Manager, the Company, the Bond Registrar or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any


<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.


<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                     CRIIMI MAE COMMERCIAL MORTGAGE
                                     TRUST

                                     By:      WILMINGTON TRUST COMPANY,
                                              not in its  individual capacity
                                              but solely in its capacity as
                                              Owner Trustee


         By:______________________________________
                                                       Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class G Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                     LASALLE NATIONAL BANK
                                     as Bond Registrar


         By:______________________________________
                                                       Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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-10

                                 CLASS H-1 BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                       CLASS H-1 COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum    Aggregate Principal Amount of the
                                        Class H-1

                                        Bonds as of the Closing Date:
                                                                  $88,611,000
Date of Indenture:  As of May 8, 1998
                                        Initial Principal Amount of this
Accrual Date:  May 1, 1998    Class H-1 Bond as of the Closing Date:
                                                                 $
Closing Date:  May 8, 1998
                                        Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. H-1-


<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT ,EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ---------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to  pay to  the  Holder  hereof  or  registered  assigns  the  principal  sum of
$              no later than June 2033.
 -------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is  registered  at the close of business on the Record Date.  All payments  made
under the Indenture on this Bond will be made by the  Indenture  Trustee by wire
transfer of immediately  available  funds to the account of the Person  entitled
thereto at a bank or other entity having  appropriate  facilities  therefor,  if
such  Bondholder   shall  have  provided  the  Indenture   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  payments),  or otherwise by check mailed to the address of such
Bondholder as it appears in the Bond  Register.  Notwithstanding  the foregoing,
the  final  payment  on this  Bond  will be made in like  manner,  but only upon
presentation and surrender of this Bond at the offices of the Indenture  Trustee
or such other  location  specified  in the  notice to the Holder  hereof of such
final payment. Notwithstanding anything herein to the contrary, no payments will
be  made  with  respect  to a Bond  that  has  previously  been  surrendered  as
contemplated by the preceding sentence or, with limited  exception,  that should
have been surrendered as contemplated by the preceding sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of

<PAGE>

a  Book-Entry  Bond)  that the  purchase  and  holding  of this Bond or any
interest  herein  will not  constitute  or  result  in a  non-exempt  prohibited
transaction  under ERISA or Section 4975 of the Code or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Issuer,
the Owner Trustee, the Manager, the Company, the Bond Registrar or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                     CRIIMI MAE COMMERCIAL MORTGAGE
                                     TRUST

                                     By:      WILMINGTON TRUST COMPANY,
                                              not in its  individual capacity
                                              but solely in its capacity as
                                              Owner Trustee


         By:______________________________________
                                                       Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  H-1 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                     LASALLE NATIONAL BANK
                                     as Bond Registrar


         By:______________________________________
                                                       Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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.
                ------------------------------------


                                                             EXHIBIT A-11


                                 CLASS H-2 BOND

<PAGE>


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                       CLASS H-2 COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum    Aggregate Principal Amount of the
                                        Class H-2

                                        Bonds as of the Closing Date:
                                                                 $88,611,000
Date of Indenture:  As of May 8, 1998
                                        Initial Principal Amount of this
Accrual Date:  May 1, 1998    Class H-2 Bond as of the Closing Date:
                                                                   $
Closing Date:  May 8, 1998
                                        Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998     Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. H-2-


<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT ,EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED CERTIFICATES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
CERTIFICATES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.

<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ---------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to pay to  the  Holder  hereof  or  registered  assigns,  the  principal  sum of
$                       no later than June 2033.
 ----------------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.

<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of

<PAGE>

a  Book-Entry  Bond)  that the  purchase  and  holding  of this Bond or any
interest  herein  will not  constitute  or  result  in a  non-exempt  prohibited
transaction  under ERISA or Section 4975 of the Code or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Issuer,
the Owner Trustee, the Manager, the Company, the Bond Registrar or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.


<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                     CRIIMI MAE COMMERCIAL MORTGAGE
                                     TRUST

                                     By:      WILMINGTON TRUST COMPANY,
                                              not in its  individual capacity
                                              but solely in its capacity as
                                              Owner Trustee


         By:______________________________________
                                                       Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the  Class  H-2 Bonds  referred  to in the  within-mentioned
Terms Indenture.

Dated:

                                     LASALLE NATIONAL BANK
                                     as Bond Registrar


         By:______________________________________
                                                       Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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-12


                                  CLASS J BOND


                      CRIIMI MAE COMMERCIAL MORTGAGE TRUST


                        CLASS J COMMERCIAL MORTGAGE BOND


                                 SERIES 1998-C1

Bond Interest Rate:  7.00% per annum  Aggregate Principal Amount of the Class J

                                      Bonds as of the Closing Date: $106,334,000
Date of Indenture:  As of May 8, 1998
                                      Initial Principal Amount of this
Accrual Date:  May 1, 1998     Class J Bond as of the Closing Date:
                                      $
Closing Date:  May 8, 1998
                                      Initial Aggregate Collateral Principal
First Payment Date:  July 2, 1998    Amount:  $1,772,226,951

Stated Maturity:  June 2033

Issuer:  CRIIMI MAE Commercial Mortgage Trust  Indenture Trustee:  LaSalle
                                                                   National Bank

Owner Trustee:  Wilmington Trust Company

Bond No. J-


<PAGE>


THIS BOND 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, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS BOND OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF THE TERMS INDENTURE
REFERRED TO HEREIN.

NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR
INDIRECTLY PURCHASING THIS BOND OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED
FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT ,EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

BECAUSE THE TRUST ESTATE SECURING THIS BOND AND OTHER BONDS OF THE SAME SERIES
HAS NOT BEEN REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), THIS BOND IS SUBJECT TO
FURTHER TRANSFER RESTRICTIONS ASSOCIATED THEREWITH.

THIS BOND REPRESENTS AN OBLIGATION OF THE ISSUER AND WILL BE PAID SOLELY FROM
THE COLLATERAL SECURING THIS BOND. NEITHER THIS BOND NOR THE COLLATERAL THEREFOR
IS INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY
OTHER PERSON.

THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS BOND. THE
ISSUE DATE OF THIS BOND IS MAY 8, 1998. ASSUMING THAT THE MORTGAGE LOANS
UNDERLYING THE PLEDGED SECURITIES ARE NOT SUBJECT TO ANY VOLUNTARY OR
INVOLUNTARY PREPAYMENT, THIS BOND HAS BEEN ISSUED WITH NO MORE THAN $______ OF
OID PER $1,000 OF INITIAL PRINCIPAL AMOUNT, THE YIELD TO MATURITY IS ____% PER
ANNUM, AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $____ PER $1,000 OF INITIAL PRINCIPAL AMOUNT, COMPUTED UNDER THE EXACT
METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS UNDERLYING THE PLEDGED
SECURITIES WILL NOT PREPAY OR, IF THEY DO PREPAY, THAT THEY WILL PREPAY AT ANY
PARTICULAR RATE.

THIS BOND IS SUBORDINATE TO OTHER BONDS OF THE SAME SERIES, AS AND TO THE EXTENT
PROVIDED IN THE INDENTURE REFERRED TO HEREIN.

PAYMENTS IN REDUCTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE MADE MONTHLY
AS SET FORTH IN THE INDENTURE REFERRED TO HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.


<PAGE>

     This  certifies  that                        is the  registered  owner (the
                           ----------------------
"Holder")  of this Bond which is one of a series of  commercial  mortgage  bonds
(collectively,  the "Bonds")  issued by the Issuer referred to above in multiple
classes (each, a "Class") pursuant to the Standard Indenture  Provisions,  dated
as of  May  8,  1998  (the  "Standard  Indenture  Provisions"),  and  the  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"; the Terms Indenture,
together with the Standard Indenture  Provisions,  is hereinafter referred to as
the  "Indenture")  between  Owner  Trustee  referred to above,  on behalf of the
Issuer and the Indenture  Trustee referred to above, on behalf of the holders of
the Bonds (the "Bondholders"),  a summary of certain of the pertinent provisions
of which is set forth hereafter.  To the extent not defined herein,  capitalized
terms used herein have the respective  meanings assigned in the Indenture.  This
Bond is issued under and is subject to the terms,  provisions  and conditions of
the  Indenture,  to which  Indenture  the  Holder  of this Bond by virtue of the
acceptance hereof assents and by which such Holder is bound.

     The Issuer, a Delaware business trust, for value received,  hereby promises
to  pay to  the  Holder  hereof  or  registered  assigns  the  principal  sum of
$              no later than June 2033.
 -------------

     Pursuant to the terms of the Indenture,  payments will be made on the Class
of Bonds to which  this Bond  belongs,  pro rata  among the Bonds of such  Class
based  on  their  respective  Principal  Amounts,  on the  second  Business  Day
following the end of each Collection Period (each, a "Payment Date"), commencing
on the first Payment Date specified above, to the Person in whose name this Bond
is registered at the close of business on the related  Record Date. All payments
made under the Indenture on this Bond will be made by the  Indenture  Trustee by
wire  transfer  of  immediately  available  funds to the  account  of the Person
entitled  thereto  at a bank  or  other  entity  having  appropriate  facilities
therefor,  if such  Bondholder  shall have provided the  Indenture  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  payments),  or  otherwise by check mailed to the
address of such  Bondholder as it appears in the Bond Register.  Notwithstanding
the foregoing,  the final payment on this Bond will be made in like manner,  but
only  upon  presentation  and  surrender  of  this  Bond at the  offices  of the
Indenture  Trustee or such other location  specified in the notice to the Holder
hereof of such final payment.  Notwithstanding  anything herein to the contrary,
no  payments  will be made  with  respect  to a Bond  that has  previously  been
surrendered  as  contemplated  by  the  preceding   sentence  or,  with  limited
exception,  that should have been  surrendered as  contemplated by the preceding
sentence.

     The Bonds are limited in right of payment to certain  distributions  on the
Pledged  Securities,  all as  more  specifically  set  forth  herein  and in the
Indenture.  As provided in the Indenture,  withdrawals from the Bond Account may
be made from time to time for purposes other than, and, in certain cases,  prior
to,  payments to  Bondholders,  such  purposes  including the  reimbursement  of
certain expenses incurred by the Indenture Trustee under the Indenture.

     Any payment to the Holder of this Bond in reduction of the Principal Amount
hereof is  binding on such  Holder  and all future  Holders of this Bond and any
Bond issued upon the  transfer  hereof or in exchange  herefor or in lieu hereof
whether or not notation of such payment is made upon this Bond.

     The  Class of Bonds to which  this  Bond  relates,  are  issuable  in fully
registered form only without coupons in minimum  denominations  specified in the
Indenture.  As provided  in the  Indenture  and  subject to certain  limitations
therein set forth,  this Bond is exchangeable for new Bonds of the same Class in
authorized  denominations  evidencing the same Aggregate  Principal  Amount,  as
requested by the Holder surrendering the same.


<PAGE>

     No transfer,  sale,  pledge or other  disposition  of this Bond or interest
therein may be made by an investor unless that transfer,  sale,  pledge or other
disposition is exempt from the registration and/or qualification requirements of
the  Securities Act and any applicable  state  securities  laws, or is otherwise
made in  accordance  with the  Securities  Act and such state  securities  laws.
Initially,  this Bond will be held in book-entry  form (all such Bonds held from
time to time in  such  form,  the  "Book-Entry  Bonds").  If a  transfer  of any
interest  in a  Book-Entry  Bond is to be made  without  registration  under the
Securities  Act, then the beneficial  owner of such  Book-Entry Bond desiring to
effect  such  transfer  must  obtain from such  beneficial  owner's  prospective
transferee  a  certificate  substantially  in the  form  attached  to the  Terms
Indenture as Exhibit C-2B with respect to compliance  with the  requirements  of
certain rules and regulations under the Securities Act and the provisions of the
Indenture. In addition, in connection with its acquisition of an interest in any
Book-Entry  Bond,  the  transferee  will be  deemed  to have made to and for the
benefit  of the  Issuer,  the  Company  and the  Indenture  Trustee  each of the
representations, warranties and covenants contained in such certificate to be so
delivered to the transferor.  Under certain circumstances described herein, this
Bond  may  cease  to be held  in  book-entry  form  and  will  be held in  fully
registered,  physical  form (all such  Bonds held from time to time in such form
the  "Definitive  Bonds").  If a transfer of any  Definitive  Bond is to be made
without  registration under the Securities Act, then the registrar for the Bonds
(the "Bond  Registrar",  which  shall  initially  be the  Indenture  Trustee) is
required  to  refuse  to  register  such  transfer  unless  it  receives:  (i) a
certificate from the Bondholder  desiring to effect such transfer  substantially
in the form attached to the Terms  Indenture as Exhibit C-1A; (ii) a certificate
from the Bondholder  desiring to effect such transfer  substantially in the form
attached to the Terms  Indenture  as Exhibit  C-1B and a  certificate  from such
Bondholder's  prospective  transferee  substantially in the form attached to the
Terms Indenture as Exhibit C-2A; or (iii) an opinion of counsel  satisfactory to
the  Indenture  Trustee to the effect  that such  transfer  may be made  without
registration  under the Securities Act (which opinion of counsel shall not be an
expense of the Trust  Estate (as  defined  herein) or of the  Issuer,  the Owner
Trustee,  the Manager,  the Company, the Indenture Trustee or the Bond Registrar
in  their   respective   capacities   as  such),   together   with  the  written
certification(s)  as to the facts  surrounding such transfer from the Bondholder
desiring to effect such transfer and/or such Bondholder's prospective transferee
on which such  opinion of counsel is based.  Any  investor  desiring to effect a
transfer  of any  Bond  or  interest  therein  without  registration  under  the
Securities  Act  and  registration  or  qualification   under  applicable  state
securities laws will be required to, and by acceptance of its Bonds or interests
therein  will be deemed to have  agreed  to,  indemnify  the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Indenture Trustee and the Bond Registrar
against any  liability  that may result if the  transfer is not exempt from such
registration and/or qualification or is not made in accordance with such federal
and state laws.

     The Trust Estate has not been registered as an investment company under the
Investment Company Act, and no transfer of this Bond shall be made to any Person
other than an  Affiliate  of the Issuer,  a QIB or an  Institutional  Accredited
Investor.  If any such  transfer of this Bond is to be made,  then the Indenture
Trustee shall require, in order to assure compliance with the foregoing,  unless
the   transferee   is  an  Affiliate  of  the  Issuer  or  unless  a  transferor
certification  in the form attached to the Terms  Indenture as Exhibit C-1A or a
transferee  certification in the form attached to the Terms Indenture as Exhibit
C-2A has already been delivered  pursuant to Section 14 of the Terms  Indenture,
that the prospective transferee of this Bond certify in writing that it is a QIB
or an Institutional Accredited Investor.

     No transfer of this Bond or any interest herein shall be made to a Plan, or
to any person who is directly or indirectly purchasing this Bond or any interest
herein on behalf of, as named  fiduciary  of, as trustee of, or with assets of a
Plan,  unless the  prospective  Transferee  of this Bond or any interest  herein
provides the Bond Registrar (in the case of a Definitive Bond) or the Bond Owner
(in the case of a Book-Entry  Bond) with a certification of facts and an Opinion
of Counsel which establish to the satisfaction of the Indenture  Trustee (in the
case of a Definitive  Bond) or the Bond Owner (in the case of


<PAGE>

a  Book-Entry  Bond)  that the  purchase  and  holding  of this Bond or any
interest  herein  will not  constitute  or  result  in a  non-exempt  prohibited
transaction  under ERISA or Section 4975 of the Code or result in the imposition
of an excise tax under Section 4975 of the Code and will not subject the Issuer,
the Owner Trustee, the Manager, the Company, the Bond Registrar or the Indenture
Trustee to any obligation in addition to those undertaken in the Indenture.

     Each Person who acquires this Bond or any interest  herein (unless it shall
have  delivered to the Bond  Registrar a  certification  of facts and Opinion of
Counsel  as  described  in the  preceding  paragraph)  shall be  deemed  to have
represented  and  warranted  to and for the  benefit  of the  Issuer,  the Owner
Trustee,  the Manager, the Company, the Bond Registrar and the Indenture Trustee
that  either:  (i) it is  neither  a Plan  nor any  Person  who is  directly  or
indirectly  purchasing  this Bond or any interest  herein on behalf of, as named
fiduciary  of, as trustee of, or with assets of a Plan; or (ii) the purchase and
holding of this Bond or any  interest  herein by or on behalf of, or with assets
of, such Person will not result in any non-exempt  prohibited  transaction under
ERISA or  Section  4975 of the Code or the  imposition  of an  excise  tax under
Section 4975 of the Code (and,  will not subject the Issuer,  the Owner Trustee,
the Manager,  the Company,  the Bond  Registrar or the Indenture  Trustee to any
obligation in addition to those undertaken in the Indenture).

     As provided in the Indenture and subject to certain limitations therein set
forth,  the  transfer  of this Bond is  registrable  in the Bond  Register  upon
surrender of this Bond for  registration  of transfer at the offices of the Bond
Registrar,  duly endorsed by, or accompanied by a written instrument of transfer
in the form  satisfactory  to the Bond  Registrar  duly  executed by, the Holder
hereof or his attorney duly authorized in writing, and thereupon one or more new
Bonds  of the  same  Class  in  authorized  denominations  evidencing  the  same
Aggregate  Principal  Amount  will be issued  to the  designated  transferee  or
transferees.

     No service  charge  will be imposed  for any  registration  of  transfer or
exchange  of this Bond,  but the  Indenture  Trustee or the Bond  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 this
Bond.

     The Company, the Issuer, the Owner Trustee, the Indenture Trustee, the Bond
Registrar  and any agent thereof may treat the Person in whose name this Bond is
registered  as the owner hereof for all purposes,  and none of the Company,  the
Issuer, the Owner Trustee, the Indenture Trustee, the Bond Registrar or any such
agent shall be affected by notice to the contrary.

     The Indenture will be discharged (except with respect to certain continuing
rights  specified in the  Indenture)  (a)(1) upon the delivery to the  Indenture
Trustee  for  cancellation  of all of the Bonds other than Bonds which have been
mutilated,  lost or stolen  and have been  replaced  or paid and Bonds for which
money has been deposited in trust for the full payment  thereof (and  thereafter
repaid to the  Issuer  and  discharged  from  such  trust)  as  provided  in the
Indenture  or (2) at such  time as all  Bonds not  previously  cancelled  by the
Indenture  Trustee have become,  or, on the next Payment Date, will become,  due
and payable or called for  redemption  and the Issuer shall have  deposited with
the Indenture Trustee an amount sufficient to repay all of the Bonds and (b) the
Issuer shall have paid all other amounts payable under the Indenture.

     With the consent of the Holders of Bonds  representing more than 50% of the
Aggregate  Principal  Amount (or, in the case of a Class of Interest Only Bonds,
the aggregate  Notional Amount) of each Class of any Series,  the Issuer and the
Indenture  Trustee may amend the Indenture or enter into one or more  indentures
supplemental  thereto for the purpose of adding any provisions to or changing in
any

<PAGE>

manner or eliminating any of the provisions of the Indenture with respect to
such Series or of modifying in any manner the rights of the  Bondholders of such
Series under the  Indenture;  provided  that no such  amendment or  supplemental
indenture  shall  result in an Adverse  Rating  Event in respect of any Class of
Bonds of such Series (as confirmed in writing by each applicable Rating Agency);
and, provided further,  that no such amendment or supplemental  indenture shall,
without the consent of the Holder of each  Outstanding  Bond  affected  thereby,
among  other  things,  (i)  change the date of  payment  of any  installment  of
principal  of or  interest  or  premium,  if any,  on any Bond,  or  reduce  the
Principal Amount thereof, the Bond Interest Rate thereon or the Redemption Price
with respect  thereto,  change the  provisions of the Indenture  relating to the
application of payments, collections and/or distributions on, or the proceeds of
the sale of, the related Trust Estate to payments of principal of or interest or
premium,  if any, on any Bonds or change any place of payment where, or the coin
or currency in which,  any Bond or the interest or premium,  if any,  thereon is
payable,  or  impair  the right to  institute  suit for the  enforcement  of the
provisions  of the  Indenture  requiring  the  application  of  funds  available
therefor, as provided in Article V of the Standard Indenture Provisions,  to the
payment of any such amount due on any Bond on or after the  respective due dates
thereof (or, in the case of redemption,  on or after the  applicable  Redemption
Date);  (ii) reduce the  percentage of the Voting Rights for or allocated to, or
the  percentage of the  Aggregate  Principal  Amount or Notional  Amount of, any
Class and/or Series,  the consent of the Holders of Bonds  representing which is
required for any such supplemental  indenture,  or the consent of the Holders of
Bonds  representing  which is required for any waiver of compliance with certain
provisions  of  the  Indenture  or  certain   defaults   thereunder   and  their
consequences provided for in the Indenture; (iii) modify or alter the provisions
of the  proviso to the  definition  of the term  "Outstanding";  (iv) reduce the
percentage of the Voting Rights allocated to, or the percentage of the Aggregate
Principal Amount or Notional Amount of, any Class of any Series,  the consent or
direction  of the  Holders of Bonds  representing  which is required to allow or
direct the Indenture  Trustee to sell or liquidate the Trust Estate  pursuant to
Section 5.04 or Section 5.12 of the Standard  Indenture  Provisions;  (v) modify
any provision of Section 9.02 of the Standard  Indenture  Provisions,  except to
increase any percentage  specified herein or to provide that certain  additional
provisions of the Indenture  cannot be modified or waived without the consent of
the Holder of each  Outstanding  Bond affected  thereby;  (vi) modify any of the
provisions of the Indenture in such manner as to affect the  calculation  of the
amount of any payment of interest, premium (if any) or principal due on any Bond
on any  Payment  Date  (including  the  calculation  of  any  of the  individual
components  of such  calculation)  or to affect the rights of the Holders of any
Series to the benefit of any  provisions  for the  mandatory  redemption  of the
Bonds of such Series contained therein; or (vii) permit the creation of any lien
ranking prior to or on a parity with the lien of the  Indenture  with respect to
any part of the Trust Estate  securing  any Series or terminate  the lien of the
Indenture on any  property at any time subject  thereto or deprive the Holder of
any Bond of the  security  afforded  by the  lien of the  Indenture,  except  as
otherwise expressly permitted thereby.

     Provided  that no Issuer Event of Default has  occurred and is  continuing,
the Issuer may, at its option,  pursuant to the  Indenture  redeem this Bond, in
whole but not in part, at the Redemption Price therefor,  on any Payment Date as
of which the  Aggregate  Principal  Amount of such Class is less than 15% of the
initial  Aggregate  Principal  Amount thereof and in any event subject to and in
accordance with Article X of the Standard Indenture Provisions.  Notwithstanding
anything herein to the contrary,  the Issuer may at any time  irrevocably  waive
its right to redeem this Bond. On any Redemption Date, following the payments to
be made on such date  pursuant  to  Section  17(b) of the Terms  Indenture,  the
Indenture  Trustee shall withdraw from the Bond Account and,  subject to Section
2.07(e) of the Standard Indenture Provisions, pay to the Holders of the Bonds to
be redeemed the full Redemption Price therefor.

     Unless the  certificate of  authentication  hereon has been executed by the
Bond  Registrar,  by manual  signature,  this Bond shall not be  entitled to any
benefit under the Indenture or be valid for any purpose.

<PAGE>

     This Bond 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.



<PAGE>


     IN  WITNESS  WHEREOF,  the Issuer has  caused  this  instrument  to be duly
executed by Wilmington Trust Company,  not in its individual capacity but solely
as Owner Trustee.

Dated:

                                     CRIIMI MAE COMMERCIAL MORTGAGE
                                     TRUST

                                     By:      WILMINGTON TRUST COMPANY,
                                              not in its  individual capacity
                                              but solely in its capacity as
                                              Owner Trustee


         By:______________________________________
                                                       Authorized Signatory




                          CERTIFICATE OF AUTHENTICATION

     This is one of the Class J Bonds referred to in the within-mentioned  Terms
Indenture.

Dated:

                                     LASALLE NATIONAL BANK
                                     as Bond Registrar


         By:______________________________________
                                                       Authorized Signatory


<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 obligation of the Issuer evidenced by
the within Commercial Mortgage Bond and hereby authorize(s) the registration of
transfer of such interest to assignee on the Bond Register.

     I (we) further direct the Bond Registrar to issue a new Commercial Mortgage
Bond of a like  percentage  interest  and Class to the above named  assignee and
deliver such Bond to the following address:

Dated:


                           Signature by or on behalf of Assignor


                           Signature Guaranteed


                              PAYMENT INSTRUCTIONS

     The Assignee should include the following for purposes of payment:

     Payments  shall,  if permitted,  be made by wire transfer or otherwise,  in
immediately available funds, to
                                ----------------------------------------------
for the account of                                                            .
                   -----------------------------------------------------------

     Payments   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 B-1

                         FORM OF PAYMENT DATE STATEMENT



<PAGE>


                                   EXHIBIT B-2

                           FORM OF DELINQUENCY REPORT



<PAGE>


                                   EXHIBIT B-3

                 FORM OF SPECIALLY SERVICED MORTGAGE LOAN REPORT



<PAGE>


                                   EXHIBIT B-4

                          FORM OF MODIFIED LOAN REPORT



<PAGE>


                                   EXHIBIT B-5

                          FORM OF REALIZED LOSS REPORT



<PAGE>


                                  EXHIBIT C-1A


                        FORM I OF TRANSFEROR CERTIFICATE


                        FOR TRANSFERS OF DEFINITIVE BONDS

                                                              [Date]

LaSalle National Bank, as Bond Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60674-4107
Attention:        Asset-Backed Securities Trust Services
              Group-CRIIMI MAE, Series 1998-C1

                  Re:      CRIIMI MAE Commercial Mortgage Trust,
                           Commercial Mortgage Bonds, Series 1998-C1 (the
                           "Bonds")

Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
                   (the "Transferor") to                   (the "Transferee") of
------------------                       -----------------
Class         Bonds having an initial  Aggregate  Principal  Amount as of May 8,
       ------
1998 (the "Closing  Date") of  $               (the  "Transferred  Bonds").  The
                                -------------
Bonds,  including  the  Transferred  Bonds,  were  issued  pursuant  to a  Terms
Indenture, dated as of May   , 1998 (the "Terms Indenture"),  between CRIIMI MAE
                           --
Commercial  Mortgage Trust and LaSalle  National Bank  (the"Indenture  Trustee")
which Terms  Indenture  incorporates  by reference  certain  standard  indenture
provisions  applicable  to  collateralized  mortgage  obligations  issuable  (in
series) by owner trusts  established by CRIIMI MAE CMBS Corp,  dated May 8, 1998
(the  "Standard  Indenture  Provisions";  and  the  Terms  Indenture,  as  it so
incorporates by reference the Standard Indenture  Provisions,  the "Indenture").
All  capitalized  terms used but not  otherwise  defined  herein  shall have the
respective meanings set forth in the Indenture. The Transferee hereby certifies,
represents  and warrants to you, as Bond  Registrar,  and for the benefit of the
Issuer, the Indenture Trustee and the Transferee, that:

                  1.       The Transferor is the lawful owner of the
         Transferred Bonds with the full right to transfer such Bonds free from
         any and all claims and encumbrances whatsoever.

                  2.       Neither the Transferor nor anyone acting on its
         behalf has (a) offered, transferred, pledged, sold or otherwise
         disposed of any Bond, any interest in any Bond or any other similar
         security to any person in any manner, (b) solicited any offer to buy or
         accept a transfer, pledge or other disposition of any Bond, any
         interest in any Bond or any other similar security from any person in
         any manner, (c) otherwise approached or negotiated with respect to any
         Bond, any interest in any Bond or any other similar security with any
         person in any manner, (d) made any general solicitation by means of
         general advertising or in any other manner, or (e) taken any other
         action, which (in the case of any of the acts described in clauses (a)
         through (e) hereof) would constitute a distribution of any Bond under
         the Securities Act of 1933, as amended (the "Securities Act"), or would
         render the disposition of any Bond a violation of Section 5 of the
         Securities Act or any state securities laws, or would require
         registration or qualification of any Bond pursuant to the Securities
         Act or any state securities laws.

<PAGE>
                  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 (a "Qualified Institutional
         Buyer") purchasing for its own account or for the account of a
         Qualified Institutional Buyer. In determining whether the Transferee is
         a Qualified Institutional Buyer, the Transferor and any person acting
         on behalf of the Transferor in this matter have relied upon the
         following method(s) of establishing the Transferee's ownership and
         discretionary investments of securities (check one or more):

                  ___      (a) The Transferee's most recent publicly
                           available financial statements, which statements
                           present the information as of a date within 16 months
                           preceding the date of sale of the Transferred Bond in
                           the case of a U.S. purchaser and within 18 months
                           preceding such date of sale for a foreign purchaser;
                           or

                  ___      (b) The most recent publicly available
                           information appearing in documents filed by the
                           Transferee with the Securities and Exchange
                           Commission or another United States federal, state,
                           or local governmental agency or self-regulatory
                           organization, or with a foreign governmental agency
                           or self-regulatory organization, which information is
                           as of a date within 16 months preceding the date of
                           sale of the Transferred Bond in the case of a U.S.
                           purchaser and within 18 months preceding such date of
                           sale for a foreign purchaser; or

                  ___      (c) The most recent publicly available information
                           appearing in a recognized securities manual, which
                           information is as of a date within 16 months
                           preceding the date of sale of the Transferred
                           Bond in the case of a U.S. purchaser and within 18
                           months preceding such date of sale for a foreign
                           purchaser; or

                  ___      (d) A certification by the chief financial
                           officer, a person fulfilling an equivalent function,
                           or other executive officer of the Transferee,
                           specifying the amount of securities owned and
                           invested on a discretionary basis by the Transferee
                           as of a specific date on or since the close of the
                           Transferee's most recent fiscal year, or, in the case
                           of a Transferee that is a member of a "family of
                           investment companies", as that term is defined in
                           Rule 144A, a certification by an executive officer of
                           the investment adviser specifying the amount of
                           securities owned by the "family of investment
                           companies" as of a specific date on or since the
                           close of the Transferee's most recent fiscal year.

                  4.       The Transferor and any person acting on behalf of
         the Transferor understand that in determining the aggregate amount of
         securities owned and invested on a discretionary basis by an entity for
         purposes of establishing whether such entity is a Qualified
         Institutional Buyer:

                           (a)  the following instruments and interests
                           shall be excluded: securities of issuers that are
                           affiliated with the Transferee; securities that are
                           part of an unsold allotment to or subscription by the
                           Transferee, if the Transferee is a dealer; securities
                           of issuers that are part of the Transferee's "family
                           of investment companies", if the Transferee is a
                           registered investment company; bank deposit notes and
                           certificates of deposit; loan participations;
                           repurchase agreements; securities owned but subject
                           to a repurchase agreement; and currency, interest
                           rate and commodity swaps;

                           (b)  the aggregate value of the securities
                           shall be the cost of such securities, except where
                           the entity 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 may be valued at market;

                           (c)  securities owned by subsidiaries of the
                           entity that are consolidated with the entity in its
                           financial statements prepared in accordance with
                           generally accepted accounting principles may be
                           included if the investments of such subsidiaries are
                           managed under the direction of the entity, except
                           that, unless the entity is a reporting company under
                           Section 13 or 15(d) of the Securities Exchange Act of
                           1934, as amended, securities owned by such
                           subsidiaries may not be included if the entity itself
                           is a majority-owned subsidiary that would be included
                           in the consolidated financial statements of another
                           enterprise.

                  5.       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.

                  6.       The Transferor or a person acting on its behalf has
         furnished, or caused to be furnished, to the Transferee all information
         regarding (a) the Transferred Bonds and payments thereon, (b) the
         nature and performance of the Pledged Securities, the CMM 96-C1 Pledged
         Certificates, the Mortgage Loans and the Mortgage Participations, (c)
         the Indenture and the Trust Estate, and (d) any credit enhancement
         mechanism associated with the Transferred Bonds, that the Transferee
         has requested.

                                     Very truly yours,


                                     (Transferor)


                                                   By:
                                                      -----------------------
                                      Name:
                                      Title:


<PAGE>


                                  EXHIBIT C-1B


                        FORM II OF TRANSFEROR CERTIFICATE


                        FOR TRANSFERS OF DEFINITIVE BONDS

                                                              [Date]
LaSalle National Bank, as Bond Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60674-4107
Attention:        Asset-Backed Securities Trust Services
                  Group-CRIIMI MAE, Series 1998-C1

                  Re:      CRIIMI MAE Commercial Mortgage Trust,
                           Commercial Mortgage Bonds, Series 1998-C1 (the
                           "Bonds")

Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
                   (the "Transferor") to                   (the "Transferee") of
------------------                       -----------------
Class         Bonds having an initial  Aggregate  Principal  Amount as of May 8,
      -------
1998 (the "Closing  Date") of  $               (the  "Transferred  Bonds").  The
                                -------------
Bonds,  including  the  Transferred  Bonds,  were  issued  pursuant  to a  Terms
Indenture,  dated as of May 8, 1998 (the "Terms Indenture"),  between CRIIMI MAE
Commercial   Mortgage   Trust  (the   "Issuer")   and  LaSalle   National   Bank
(the"Indenture Trustee") which Terms Indenture incorporates by reference certain
standard indenture provisions applicable to collateralized  mortgage obligations
issuable (in series) by owner trusts  established by CRIIMI MAE CMBS Corp, dated
May 8, 1998 (the "Standard Indenture Provisions"; and the Terms Indenture, as it
so   incorporates   by  reference  the  Standard   Indenture   Provisions,   the
"Indenture").  All capitalized terms used but not otherwise defined herein shall
have the respective  meanings set forth in the Indenture.  The Transferee hereby
certifies,  represents  and  warrants  to you,  as Bond  Registrar,  and for the
benefit of the Issuer, the Indenture Trustee and the Transferee, that:

                  1.       The Transferor is the lawful owner of the
         Transferred Bonds with the full right to transfer such Bonds free from
         any and all claims and encumbrances whatsoever.

                  2.       Neither the Transferor nor anyone acting on its
         behalf has (a) offered, transferred, pledged, sold or otherwise
         disposed of any Bond, any interest in any Bond or any other similar
         security to any person in any manner, (b) solicited any offer to buy or
         accept a transfer, pledge or other disposition of any Bond, any
         interest in any Bond or any other similar security from any person in
         any manner, (c) otherwise approached or negotiated with respect to any
         Bond, any interest in any Bond or any other similar security with any
         person in any manner, (d) made any general solicitation by means of
         general advertising or in any other manner, or (e) taken any other
         action, which (in the case of any of the acts described in clauses (a)
         through (e) hereof) would constitute a distribution of any Bond under
         the Securities Act of 1933, as amended (the "Securities Act"), or would
         render the disposition of any Bond a violation of Section 5 of the
         Securities Act or any state securities laws, or would require
         registration or qualification of any Bond pursuant to the Securities
         Act or any state securities laws.


<PAGE>

                                       Very truly yours,


                                       (Transferor)

                                                    By:
                                                       ------------------------
                                       Name:
                                       Title:



<PAGE>


                                  EXHIBIT C-2A


                         FORM OF TRANSFEREE CERTIFICATE


                        FOR TRANSFERS OF DEFINITIVE BONDS

                                                              [Date]
LaSalle National Bank, as Bond Registrar
135 South LaSalle Street, Suite 1625
Chicago, Illinois  60674-4107
Attention:  Asset-Backed Securities Trust Services
                  Group-CRIIMI MAE, Series 1998-C1

                  Re:      CRIIMI MAE Commercial Mortgage Trust,
                           Commercial Mortgage Bonds, Series 1998-C1 (the
                           "Bonds")

Ladies and Gentlemen:

     This  letter  is  delivered  to you in  connection  with  the  transfer  by
                   (the "Transferor") to                   (the "Transferee") of
-----------------                        -----------------
Class     Bonds having an initial  Aggregate  Principal Amount as of May 8, 1998
      ---
(the "Closing  Date") of  $             (the  "Transferred  Bonds").  The Bonds,
                           -----------
including the  Transferred  Bonds,  were issued  pursuant to a Terms  Indenture,
dated as of May 8, 1998 (the "Terms  Indenture"),  between CRIIMI MAE Commercial
Mortgage Trust (the "Issuer") and LaSalle National Bank (the"Indenture Trustee")
which Terms  Indenture   incorporates  by reference  certain  standard
indenture  provisions  applicable to collateralized  mortgage  obligations
issuable (in series) by owner trusts  established by CRIIMI MAE CMBS Corp, dated
May 8, 1998 (the "Standard Indenture Provisions"; and the Terms Indenture, as it
so   incorporates   by  reference  the  Standard   Indenture   Provisions,   the
"Indenture").  All capitalized terms used but not otherwise defined herein shall
have the respective  meanings set forth in the Indenture.  The Transferee hereby
certifies,  represents  and  warrants  to you,  as Bond  Registrar,  and for the
benefit of the Issuer, the Indenture Trustee and the Transferor, that:

                  1.       The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule
144A") under the Securities Act of 1933, as amended (the "Securities Act"), and
has completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the
Transferred Bonds is being made in reliance on Rule 144A. The Transferee is
acquiring the Transferred Bonds for its own account or for the account of a
Qualified Institutional Buyer, and understands that such Transferred Bonds may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a Qualified Institutional Buyer that purchases for its own account or for the
account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii) as
evidenced by an opinion of counsel, pursuant to another exemption from
registration under the Securities Act.

                  2.       The Transferee has been furnished with all
information regarding (a) the Transferred Bonds and payments thereon, (b) the
nature and performance of the Pledged Securities, the CMM 96-C1 Pledged
Certificates, the Mortgage Loans and the Mortgage Participations, (c) the
Indenture, and (d) any credit enhancement mechanism associated with the
Transferred Bonds, that it has requested.


<PAGE>

                                Very truly yours,

                                (Transferee)
                                By:

                                Name:

                                Title:


<PAGE>


                                                  ANNEX 1 TO EXHIBIT C-2A



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         [for Transferees other than Registered Investment Companies]

     The undersigned  hereby  certifies as follows to [name of Transferor]  (the
"Transferor") and [name of Bond Registrar],  as Bond Registrar,  with respect to
the Commercial  Mortgage Bonds being  transferred (the  "Transferred  Bonds") as
described in the Transferee  Certificate to which this certification relates and
to which this certification is an Annex:

                  1.       As indicated below, the undersigned is the chief
financial  officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Bonds (the
"Transferee").

                  2.       The Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of 1933, as
amended ("Rule 144A"), because (i) the Transferee owned and/or invested on a
discretionary basis $                      1 in securities (other than the
                     ----------------------
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Transferee satisfies the criteria in the category marked below.

         ___      Corporation, etc. The Transferee is a corporation
                  (other than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or any organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986.

         ___      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 Bond
                  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 Bond
                  in the case of a U.S. savings and loan

--------
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.

<PAGE>

                  association, and not more than 18 months preceding such date
                  of sale for a foreign savings and loan association or
                  equivalent institution.

         ___      Broker-dealer.  The  Transferee is a dealer  registered
                  pursuant to Section 15 of the Securities Exchange Act of 1934,
                  as amended.

         ___      Insurance Company. The Transferee is an insurance
                  company whose primary and predominant business activity is the
                  writing of insurance or the reinsuring of risks underwritten
                  by insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency of
                  a State, U.S. territory or the District of Columbia.

         ___      State or Local  Plan.  The  Transferee  is a plan  established
                  and  maintained  by a State,  its political  subdivisions,
                  or any  agency  or  instrumentality  of  the  State  or  its
                  political subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan
                  within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

         ___      Investment  Advisor.  The  Transferee is an investment
                  advisor  registered  under the Investment Advisers Act of
                  1940, as amended.

         ___      Other. (Please supply a brief description of the entity
                  and a cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)


                  3. The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Transferee, (ii)
securities that are part of an unsold allotment to or subscription by the
Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, the Transferee did not include any of the securities referred to in
this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost
of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.


<PAGE>

                  5. The Transferee acknowledges that it is familiar
with Rule 144A and understands that the Transferor and other parties related to
the Transferred Bonds are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

         ___      ___    Will the Transferee be purchasing the Transferred Bonds
         Yes      No     only for the Transferee's own account?

                  6.      If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

                  7.      The Transferee will notify each of the parties to
which this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Transferee's purchase of the
Transferred Bonds will constitute a reaffirmation of this certification as of
the date of such purchase. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                        Print Name of Transferee

                                        By:

                                        Name:

                                        Title:


                                                   Date:



<PAGE>


                                                    ANNEX 2 TO EXHIBIT C-2A



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

     The undersigned  hereby  certifies as follows to [name of Transferor]  (the
"Transferor") and [name of Bond Registrar],  as Bond Registrar,  with respect to
the Commercial  Mortgage Bonds being  transferred (the  "Transferred  Bonds") as
described in the Transferee  Certificate to which this certification relates and
to which this certification is an Annex:

                  1.     As indicated below, the undersigned is the chief
financial ___ officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

                  2.     The Transferee is a "qualified institutional buyer"
as defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____              The Transferee owned and/or invested on a discretionary basis
                  $                    in securities (other than the excluded
                   -------------------
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

____              The  Transferee  is part of a  Family  of  Investment
                  Companies  which  owned  in the  aggregate $
                                                              ---------------
                  in securities (other than the excluded  securities  referred
                  to below) as of the end of the  Transferee's  most recent
                  fiscal year (such amount being  calculated  in  accordance
                  with Rule 144A).

                  3.     The term "Family of Investment Companies" as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).

                  4.      The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Transferee or are
part of the Transferee's Family of Investment Companies, (ii) bank deposit notes
and certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v)

<PAGE>

securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5.      The Transferee is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

                  ____     ____   Will the Transferee be purchasing the
                                  Transferred Bonds only for the Transferee's
                                  own account?
                  Yes      No

                  6.     If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

                  7.     The undersigned will notify the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred Bonds
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.


                                    Print Name of Transferee or Adviser

                                    By:
                                    Name:
                                    Title:

                                    IF AN ADVISER:


                                    Print Name of Transferee

                                    Date:



<PAGE>

                                  EXHIBIT C-2B


                         FORM OF TRANSFEREE CERTIFICATE


                 FOR TRANSFERS OF INTERESTS IN BOOK-ENTRY BONDS

                                                              [Date]


[Name of Transferor]

                  Re:      CRIIMI MAE Commercial Mortgage Trust,
                           Commercial Mortgage Bonds, Series 1998-C1 (the
                           "Bonds")

Ladies and Gentlemen:

     This letter is delivered to you (the  "Transferor") in connection with your
transfer  to                      (the  "Transferee")   through  our  respective
              -----------------
Depository   Participants  of  your  beneficial  ownership  interest  (currently
maintained  on the books and  records of The  Depository  Trust  Company and the
Depository  Participants)  in  Class       Bonds  having  an  initial  Aggregate
                                     ----
Principal  Amount as of May 8, 1998 (the  "Closing  Date") of  $            (the
                                                                ----------
"Transferred  Bonds").  The Bonds,  including the Transferred Bonds, were issued
pursuant to a Terms Indenture,  dated as of May 8, 1998 (the "Terms Indenture"),
between  CRIIMI  MAE  Commercial   Mortgage  Trust  and  LaSalle  National  Bank
(the"Indenture Trustee") which Terms Indenture incorporates by reference certain
standard indenture provisions applicable to collateralized  mortgage obligations
issuable (in series) by owner trusts  established by CRIIMI MAE CMBS Corp, dated
May 8, 1998 (the "Standard Indenture Provisions"; and the Terms Indenture, as it
so   incorporates   by  reference  the  Standard   Indenture   Provisions,   the
"Indenture").  All capitalized terms used but not otherwise defined herein shall
have the respective  meanings set forth in the Indenture.  The Transferee hereby
certifies, represents and warrants to and agrees with you that:

                  1.     The Transferee is a "qualified institutional buyer"
(a "Qualified Institutional Buyer") as that term is defined in Rule 144A ("Rule
144A") under the Securities Act of 1933, as amended (the "Securities Act") and
has completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Transferee is aware that the sale to it of the
Transferor's interest in the Transferred Bonds is being made in reliance on Rule
144A. The Transferee is acquiring such interest in the Transferred Bonds for its
own account or for the account of a Qualified Institutional Buyer.

                  2.     The Transferee understands that (a) the Class of
Bonds to which the Transferred Bonds belong has not been and will not be
registered under the Securities Act or registered or qualified under any
applicable state securities laws, (b) none of the Issuer, the Indenture Trustee
or the Bond Registrar is obligated so to register or qualify the Class of Bonds
to which the Transferred Bonds belong, and (c) no Transferred Bond or interest
therein may be resold or transferred unless (i) such Bond is registered pursuant
to the Securities Act and registered or qualified pursuant any applicable state
securities laws, or (ii) such Bond or interest therein is sold or transferred in
a transaction which is exempt from such registration and qualification and, for
so long as such Bond is held in book-entry form, the Bondholder desiring to
effect such transfer has received a certificate from its prospective transferee
substantially identical to this certificate.

<PAGE>

                  3.     The Transferee understands that it may not sell or
otherwise transfer any Transferred Bond or interest therein except in compliance
with the provisions of Section 14 of the Terms Indenture, which provisions it
has carefully reviewed, and that each Transferred Bond will bear the following
legends:

         THIS BOND 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 BOND OR
         ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE
         MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
         QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         14 OF THE TERMS INDENTURE REFERRED TO HEREIN.

         NO TRANSFER OF THIS BOND OR ANY INTEREST HEREIN MAY BE MADE (A) TO AN
         EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT
         TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE INTERNAL REVENUE CODE OF 1986 (THE "CODE"), OR (B) TO
         ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS BOND OR SUCH
         INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR
         WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
         ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 14 OF
         THE TERMS INDENTURE REFERRED TO HEREIN.

                  4.     The Transferee has been furnished with all
         information regarding (a) the Company and the Issuer, (b) the
         Transferred Bonds and payments thereon, (c) the Indenture and the Trust
         Estate, (d) the nature and performance of the Pledged Securities, the
         CMM 96-C1 Pledged Certificates, the Mortgage Loans and the Mortgage
         Participations, and (e) all related matters, that it has requested.

                                      Very truly yours,


                                      (Transferee)

                                                  By:

                                      Name:
                                      Title:



<PAGE>


                                                    ANNEX 1 TO EXHIBIT C-2B



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees other than Registered Investment Companies]

     The undersigned  hereby  certifies as follows to [name of Transferor]  (the
"Transferor") with respect to the Commercial Mortgage Bonds being transferred in
book-entry  form  (the  "Transferred  Bonds")  as  described  in the  Transferee
Certificate to which this certification  relates and to which this certification
is an Annex:

                  1.     As indicated below, the undersigned is the chief
financial   officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Bonds (the
"Transferee").

                  2.     The Transferee is a "qualified institutional buyer"
as that term is defined in Rule 144A under the Securities Act of 1933, as
amended ("Rule 144A"), because (i) the Transferee owned and/or invested on a
discretionary basis $                      2 in securities (other than the
                     ----------------------
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A)
and (ii) the Transferee satisfies the criteria in the category marked below.

         ___      Corporation, etc. The Transferee is a corporation
                  (other than a bank, savings and loan association or similar
                  institution), Massachusetts or similar business trust,
                  partnership, or any organization described in Section
                  501(c)(3) of the Internal Revenue Code of 1986.

         ___      Bank. The Transferee (a) is a national bank or a
                  banking institution organized under the laws of any State,
                  U.S. territory or the District of Columbia,  the business
                  of which is substantially confined to banking and is
                  supervised by the State or territorial banking commission or
                  similar official or is a foreign bank or equivalent
                  institution, and (b) has an audited net worth of at least
                  $25,000,000 as demonstrated in its latest annual financial
                  statements, a copy of which is attached hereto, as of a date
                  not more than 16 months preceding the date of sale of the
                  Transferred Bonds 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

---------------------
2 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.


<PAGE>

                  financial statements, a copy of which is attached hereto, as
                  of a date not more than 16 months preceding the date of sale
                  of the Transferred Bonds in the case of a U.S. savings and
                  loan association, and not more than 18 months preceding such
                  date of sale for a foreign savings and loan association or
                  equivalent institution.

         ___      Broker-dealer.  The  Transferee is a dealer  registered
                  pursuant to Section 15 of the Securities
                  Exchange Act of 1934, as amended.

         ___      Insurance Company. The Transferee is an insurance
                  company whose primary and predominant business activity is the
                  writing of insurance or the reinsuring of risks underwritten
                  by insurance companies and which is subject to supervision by
                  the insurance commissioner or a similar official or agency of
                  a State, U.S. territory or the District of Columbia.

         ___      State or Local  Plan.  The  Transferee  is a plan  established
                  and  maintained  by a State,  its  political  subdivisions,
                  or any  agency  or  instrumentality  of  the  State  or  its
                  political subdivisions, for the benefit of its employees.

         ___      ERISA Plan. The Transferee is an employee benefit plan
                  within the meaning of Title I of the Employee Retirement
                  Income Security Act of 1974.

         ___      Investment  Advisor. The  Transferee is an investment advisor
                  registered  under the Investment Advisers Act of 1940, as
                  amended.

         ___      Other. (Please supply a brief description of the entity
                  and a cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex 2 rather than this Annex 1.)


                  3.  The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Transferee, (ii)
securities that are part of an unsold allotment to or subscription by the
Transferee, if the Transferee is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, the Transferee did not include any of the securities referred to in
this paragraph.

                  4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Transferee, the
Transferee used the cost of such securities to the Transferee, unless the
Transferee reports its securities holdings in its financial statements on the
basis of their market value, and no current information with respect to the cost
of those securities has been published, in which case the securities were valued
at market. Further, in determining such aggregate amount, the Transferee may
have included securities owned by subsidiaries of the Transferee, but only if
such subsidiaries are consolidated with the Transferee in its financial
statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Transferee's
direction. However, such securities were not included if the Transferee is a
majority-owned, consolidated subsidiary of another enterprise and the Transferee
is not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

<PAGE>

                  5.  The Transferee acknowledges that it is familiar
with Rule 144A and understands that the Transferor and other parties related to
the Transferred Bonds are relying and will continue to rely on the statements
made herein because one or more sales to the Transferee may be in reliance on
Rule 144A.

         ___      ___    Will the Transferee be purchasing the Transferred Bonds
         Yes      No     only for the Transferee's own account?

                  6. If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

                  7. The Transferee will notify each of the parties to
which this certification is made of any changes in the information and
conclusions herein. Until such notice is given, the Transferee's purchase of the
Transferred Bonds will constitute a reaffirmation of this certification as of
the date of such purchase. In addition, if the Transferee is a bank or savings
and loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.


                                Print Name of Transferee

                                By:

                                Name:

                                Title:

<PAGE>

                                                   ANNEX 2 TO EXHIBIT C-2B



            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees that are Registered Investment Companies]

     The undersigned  hereby  certifies as follows to [name of Transferor]  (the
"Transferor") with respect to the Commercial Mortgage Bonds being transferred in
book-entry  form  (the  "Transferred  Bonds")  as  described  in the  Transferee
Certificate to which this certification  relates and to which this certification
is an Annex:

                  1.      As indicated below, the undersigned is the chief
financial  officer, a person fulfilling an equivalent function, or other
executive officer of the entity purchasing the Transferred Bonds (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933, as amended ("Rule
144A"), because the Transferee is part of a Family of Investment Companies (as
defined below), is an executive officer of the investment adviser (the
"Adviser").

                  2.     The Transferee is a "qualified institutional buyer"
as defined in Rule 144A because (i) the Transferee is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as
marked below, the Transferee alone owned and/or invested on a discretionary
basis, or the Transferee's Family of Investment Companies owned, at least
$100,000,000 in securities (other than the excluded securities referred to
below) as of the end of the Transferee's most recent fiscal year. For purposes
of determining the amount of securities owned by the Transferee or the
Transferee's Family of Investment Companies, the cost of such securities was
used, unless the Transferee or any member of the Transferee's Family of
Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current
information with respect to the cost of those securities has been published, in
which case the securities of such entity were valued at market.

____              The Transferee owned and/or invested on a discretionary basis
                  $                    in securities (other
                   -------------------
                  than the excluded securities referred to below) as of the end
                  of the Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

____              The  Transferee  is part of a  Family  of  Investment
                  Companies  which  owned  in the  aggregate  $
                                                               --------------
                  in securities (other than the excluded  securities  referred
                  to below) as of the end of the  Transferee's  most recent
                  fiscal year (such amount being  calculated  in  accordance
                  with Rule 144A).

                  3.     The term "Family of Investment Companies" as used
herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).

                  4.     The term "securities" as used herein does not
include (i) securities of issuers that are affiliated with the Transferee or are
part of the Transferee's Family of Investment Companies, (ii) bank deposit notes
and certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v)


<PAGE>

securities owned but subject to a repurchase agreement and (vi)
currency, interest rate and commodity swaps. For purposes of determining the
aggregate amount of securities owned and/or invested on a discretionary basis by
the Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

                  5.     The Transferee is familiar with Rule 144A and
understands that the parties to which this certification is being made are
relying and will continue to rely on the statements made herein because one or
more sales to the Transferee will be in reliance on Rule 144A.

                  ____     ____   Will the Transferee be purchasing the
                                  Transferred Bonds only for the Transferee's
                                  own account?
                   Yes      No

                  6.     If the answer to the foregoing question is "no",
then in each case where the Transferee is purchasing for an account other than
its own, such account belongs to a third party that is itself a "qualified
institutional buyer" within the meaning of Rule 144A, and the "qualified
institutional buyer" status of such third party has been established by the
Transferee through one or more of the appropriate methods contemplated by Rule
144A.

                  7.     The undersigned will notify the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice, the Transferee's purchase of the Transferred Bonds
will constitute a reaffirmation of this certification by the undersigned as of
the date of such purchase.


                                 Print Name of Transferee or Adviser

                                 By:
                                 Name:
                                 Title:


                                 IF AN ADVISER:

                                 Print Name of Transferee

    Date:
         -------------------------------------------